STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
CITIBANK, N.A.,
TRUSTEE
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
MASTER SERVICER AND SECURITIES ADMINISTRATOR
and
EMC MORTGAGE CORPORATION
SPONSOR AND COMPANY
________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2006
________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates
Series 2006-7
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans to Trustee...................................................60
Section 2.02. Acceptance of Mortgage Loans by Trustee...................................................62
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement............................65
Section 2.04. Substitution of Mortgage Loans............................................................66
Section 2.05. Issuance of Certificates..................................................................68
Section 2.06. Representations and Warranties Concerning the Depositor...................................68
Section 2.07. [Reserved]................................................................................69
Section 2.08. Purposes and Powers of the Trust..........................................................70
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer...........................................................................71
Section 3.02. REMIC-Related Covenants...................................................................72
Section 3.03. Monitoring of Servicers...................................................................72
Section 3.04. Fidelity Bond.............................................................................74
Section 3.05. Power to Act; Procedures..................................................................74
Section 3.06. Due-on-Sale Clauses; Assumption Agreements................................................75
Section 3.07. Release of Mortgage Files.................................................................75
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held
for Trustee...............................................................................76
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies....................................76
Section 3.10. Presentment of Claims and Collection of Proceeds..........................................77
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies....................................77
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents..................78
Section 3.13. Realization Upon Defaulted Mortgage Loans.................................................78
Section 3.14. Compensation for the Master Servicer......................................................78
Section 3.15. REO Property..............................................................................78
Section 3.16. Annual Statement as to Compliance.........................................................79
Section 3.17. Assessments of Compliance and Attestation Reports.........................................80
Section 3.18. Reports Filed with Securities and Exchange Commission.....................................82
Section 3.19. The Company...............................................................................92
Section 3.20. UCC.......................................................................................92
Section 3.21. Optional Purchase of Defaulted Mortgage Loans.............................................92
Section 3.22. Reserved..................................................................................92
Section 3.23. Intention of the Parties and Interpretation...............................................92
ARTICLE IV
ACCOUNTS
Section 4.01. Protected Accounts........................................................................93
Section 4.02. [Reserved]................................................................................95
Section 4.03. [Reserved]................................................................................95
Section 4.04. Distribution Account......................................................................95
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account.........................97
Section 4.06. Reserve Fund..............................................................................99
Section 4.07. Class XP Reserve Account.................................................................100
ARTICLE V
CERTIFICATES
Section 5.01. Certificates.............................................................................101
Section 5.02. Registration of Transfer and Exchange of Certificates....................................109
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........................................113
Section 5.04. Persons Deemed Owners....................................................................113
Section 5.05. Transfer Restrictions on Residual Certificates...........................................113
Section 5.06. Restrictions on Transferability of Certificates..........................................115
Section 5.07. ERISA Restrictions.......................................................................115
Section 5.08. Rule 144A Information....................................................................116
Section 5.09. Exchangeable Certificates................................................................116
ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS
Section 6.01. Distributions on the Group I Certificates................................................118
Section 6.02. Distributions on the Group II Certificates...............................................121
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates...............125
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II
Certificates.............................................................................126
Section 6.05. Cross-Collateralization..................................................................128
Section 6.06. Payments.................................................................................129
Section 6.07. Statements to Certificateholders.........................................................129
Section 6.08. Monthly Advances.........................................................................132
Section 6.09. Compensating Interest Payments...........................................................132
Section 6.10. Distributions on REMIC Regular Interests.................................................133
ARTICLE VII
THE MASTER SERVICER
Section 7.01. Liabilities of the Master Servicer.......................................................134
Section 7.02. Merger or Consolidation of the Master Servicer...........................................134
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator............................................................................134
Section 7.04. Limitations on Liability of the Master Servicer and Others...............................134
Section 7.05. Master Servicer Not to Resign............................................................136
Section 7.06. Successor Master Servicer................................................................136
Section 7.07. Sale and Assignment of Master Servicing..................................................136
ARTICLE VIII
DEFAULT
Section 8.01. Events of Default........................................................................138
Section 8.02. Successor to Act; Appointment of Successor...............................................140
Section 8.03. Notification to Certificateholders.......................................................141
Section 8.04. Waiver of Defaults.......................................................................141
Section 8.05. List of Certificateholders...............................................................142
Section 8.06. Duties of Trustee and Securities Administrator...........................................142
Section 8.07. Certain Matters Affecting the Trustee and the Securities Administrator...................144
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01. Trustee and Securities Administrator Not Liable for Certificates or
Mortgage Loans...........................................................................146
Section 9.02. Trustee and Securities Administrator May Own Certificates................................146
Section 9.03. Trustee's and Securities Administrator's Fees and Expenses...............................147
Section 9.04. Eligibility Requirements for Trustee and Securities Administrator........................147
Section 9.05. Insurance................................................................................147
Section 9.06. Resignation and Removal of the Trustee and Securities Administrator......................148
Section 9.07. Successor Trustee and Successor Securities Administrator.................................149
Section 9.08. Merger or Consolidation of Trustee or Securities Administrator...........................149
Section 9.09. Appointment of Co-Trustee or Separate Trustee............................................149
Section 9.10. Federal Information Returns and Reports to Certificateholders; REMIC
Administration...........................................................................151
ARTICLE X
TERMINATION
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by EMC or its Designee or Liquidation of the
Mortgage Loans...........................................................................153
Section 10.02. Additional Termination Requirements......................................................156
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Intent of Parties........................................................................157
Section 11.02. Amendment................................................................................157
Section 11.03. Recordation of Agreement.................................................................158
Section 11.04. Limitation on Rights of Certificateholders...............................................158
Section 11.05. Acts of Certificateholders...............................................................159
Section 11.06. Governing Law............................................................................160
Section 11.07. Notices..................................................................................160
Section 11.08. Severability of Provisions...............................................................161
Section 11.09. Successors and Assigns...................................................................161
Section 11.10. Article and Section Headings.............................................................161
Section 11.11. Counterparts.............................................................................161
Section 11.12. Notice to Rating Agencies................................................................161
APPENDICES
Appendix 1 - Combination Groups
Appendix 2 - Calculation of REMIC I Y Principal Reduction Amounts
EXHIBITS
Exhibit A-1 - Form of Class I-A Certificates
Exhibit A-2 - Form of Class I-M Certificates
Exhibit A-3 - Form of Class I-B-1 Certificates and Class I-B-2 Certificates
Exhibit A-4 - Form of Class I-B-3 Certificates
Exhibit A-5-1 - Form of Class R Certificates
Exhibit A-5-2 - Form of Class R-X Certificates
Exhibit A-6 - Form of Class B-IO Certificates
Exhibit A-7 - Form of Class XP Certificates
Exhibit A-8 - Form of Class II-A Certificates
Exhibit A-9 - Form of Class II-X Certificates
Exhibit A-10 - Form of Class II-B-1, Class II-B-2 and Class II-B-3 Certificates
Exhibit A-11 - Form of Class II-B-4, Class II-B-5 and Class II-B-6 Certificates
EXHIBIT A-12 - FORM OF EXCHANGED CERTIFICATES
Exhibit B - Mortgage Loan Schedule
Exhibit C - [Reserved]
Exhibit D - Request for Release of Documents
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G-1 - Form of Treasury Bank Custodial Agreement
Exhibit G-2 - Form of Xxxxx Fargo Custodial Agreement
Exhibit H-1 - Countrywide Servicing Agreement
Exhibit H-2 - EMC Servicing Agreement
Exhibit H-3 - Everhome Servicing Agreement
Exhibit H-4 - First Horizon Servicing Agreement
Exhibit H-5 - Homebanc Servicing Agreement
Exhibit H-6 - HSBC Servicing Agreement
Exhibit H-7 - Mid America Servicing Agreement
Exhibit H-8 - Xxxxx Fargo Servicing Agreement
Exhibit I - Assignment Agreements
Exhibit J - Form of Mortgage Loan Purchase Agreement
Exhibit K - [Reserved]
Exhibit L - Form of Securities Administrator Back-Up Certification
Exhibit M - Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit N - Form of Back-Up Certification
Exhibit O - Form of Trustee Limited Power of Attorney
Exhibit P - Form of Cap Contracts
Exhibit Q - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R - Additional Disclosure Information
Exhibit S - Form of Exchange Letter
POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement dated as of October 1, 2006, among Structured Asset Mortgage
Investments II Inc., a Delaware corporation, as depositor (the "Depositor"), Citibank, N.A., a banking
association organized under the laws of the United States, not in its individual capacity but solely as
trustee (the "Trustee"), Xxxxx Fargo Bank, National Association, as master servicer (in such capacity,
the "Master Servicer") and as securities administrator (in such capacity, the "Securities
Administrator"), and EMC Mortgage Corporation, as sponsor (in such capacity, the "Sponsor") and as
company (in such capacity, the "Company").
PRELIMINARY STATEMENT
On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Sponsor.
On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust
Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership
interest in the Trust Fund.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC I Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC II Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day,
the REMIC III Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC IV Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC V Regular Interest will be designated the "regular interest" in such REMIC.
The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I,
REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the "residual
interest" in REMIC V.
The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $575,842,082.76. The Sub-Loan
Group II-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $166,048,631.89. The Sub-Loan
Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $468,911,690.78. The Sub-Loan
Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $59,122,216.39.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer,
the Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly
provided or unless the context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary
mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage
loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, to the extent applicable to the Trustee in its capacity as successor Master
Servicer or the Master Servicer (except in its capacity as successor to a Servicer).
Account: The Distribution Account, the Protected Account, the Reserve Fund or the Class XP
Reserve Account, as the context may require.
Accrued Certificate Interest: For any Group II Certificate for any Distribution Date, the
interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the
Certificate Principal Balance or Notional Amount, as applicable, of such Group II Certificate
immediately prior to such Distribution Date, on the basis of a 360-day year consisting of twelve 30-day
months, less (i) in the case of a Group II Senior Certificate, such Certificate's share of any Net
Interest Shortfall from the related Group II Mortgage Loans and, after the Group II Cross-Over Date, the
interest portion of any Realized Losses on the related Group II Mortgage Loans, in each case allocated
thereto in accordance with Section 6.04 and (ii) in the case of a Group II Subordinate Certificate, such
Certificate's share of any Net Interest Shortfall from the related Group II Mortgage Loans and the
interest portion of any Realized Losses on the related Group II Mortgage Loans, in each case allocated
thereto in accordance with Section 6.04.
Additional Disclosure: As defined in Section 3.18(a)(v).
Additional Form 10-D Disclosure: As defined in Section 3.18(a)(i).
Additional Form 10-K Disclosure: As defined in Section 3.18(a)(iii).
Affiliate: As to any Person, any other Person controlling, controlled by or under common
control with such Person. "Control" means the power to direct the management and policies of a Person,
directly or indirectly, whether through ownership of voting securities, by contract or otherwise.
"Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee may conclusively
presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee
has actual knowledge to the contrary.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
Allocable Share: With respect to any Class of Group II Subordinate Certificates (other than
the Class II-BX-1 Certificates) on any Distribution Date, an amount equal to the product of (i) the
Group II Subordinate Optimal Principal Amount and (ii) the fraction, the numerator of which is the
Certificate Principal Balance of such Class and the denominator of which is the aggregate Certificate
Principal Balance of all Classes of the Group II Subordinate Certificates (other than the Class II-BX-1
Certificates); provided, however, that no Class of Group II Subordinate Certificates (other than the
outstanding Class of Group II Subordinate Certificates with the lowest numerical designation) shall be
entitled on any Distribution Date to receive distributions pursuant to clauses (ii), (iii) and (v) of
the definition of Group II Subordinate Optimal Principal Amount, unless the related Class Prepayment
Distribution Trigger for such Distribution Date has been satisfied (any amount distributable pursuant to
clauses (ii), (iii) and (v) of the definition of Group II Subordinate Optimal Principal Amount, shall be
distributed among the related Classes entitled thereto, pro rata based on their respective Certificate
Principal Balances); provided, further, that if on a Distribution Date, the Certificate Principal
Balance of any Class of Group II Subordinate Certificates for which the related Class Prepayment
Distribution Trigger has been satisfied is reduced to zero, such Class's remaining Allocable Share shall
be distributed to the remaining Classes of Group II Subordinate Certificates (other than the Class
II-BX-1 Certificates), sequentially beginning with the Class with the lowest numerical designation in
reduction of their respective Certificate Principal Balances.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of AAA in the
case of S&P and Fitch or Aaa in the case of Moody's (or with respect to investments in money market
funds, a credit rating of "AAAm" or "AAAm-G" in the case of S&P and Fitch and the highest rating given
by Moody's for money market funds in the case of Moody's). For any short-term deposit or security, or a
rating of A-l+ in the case of S&P and Fitch or Prime-1 in the case of Moody's.
Applicable State Law: For purposes of Section 9.12(d), the Applicable State Law shall be (a)
the law of the State of New York and (b) such other state law whose applicability shall have been
brought to the attention of the Securities Administrator and the Trustee by either (i) an Opinion of
Counsel reasonably acceptable to the Securities Administrator and the Trustee delivered to it by the
Master Servicer or the Depositor, or (ii) written notice from the appropriate taxing authority as to the
applicability of such state law.
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Group I
Offered Certificates and Class I-B-3 Certificates, the sum of the Realized Losses with respect to the
Group I Mortgage Loans, which are to be applied in reduction of the Certificate Principal Balance of
such Class of Group I Offered Certificates pursuant to this Agreement in an amount equal to the amount,
if any, by which, (i) the aggregate Certificate Principal Balance of all of the Group I Certificates
(after all distributions of principal on such Distribution Date) exceeds (ii) the aggregate Stated
Principal Balance of all of the Group I Mortgage Loans for such Distribution Date. The Applied Realized
Loss Amount shall be allocated first to the Class I-B-3 Certificates, the Class I-B-2 Certificates, the
Class I-B-1 Certificates, the Class I-M-2 Certificates and the Class I-M-1 Certificates, in that order
(so long as their respective Certificate Principal Balances have not been reduced to zero), and
thereafter the Applied Realized Loss Amount with respect to the Group I Mortgage Loans, shall be
allocated first to the Class I-A-2 Certificates and then to the Class I-A-1 Certificates, until the
Certificate Principal Balance of each such Class has been reduced to zero.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount set forth
as the appraised value of such Mortgaged Property in an appraisal made for the mortgage originator in
connection with its origination of the related Mortgage Loan.
Assessment of Compliance: As defined in Section 3.17.
Assignment Agreements: The agreements attached hereto as Exhibit I, whereby the Servicing
Agreements (as defined therein), if applicable, were assigned to the Trustee for the benefit of the
Certificateholders.
Assumed Final Distribution Date: With respect to each class of Offered Certificates, the
Distribution Date occurring in December 2046, or if such day is not a Business Day, the next succeeding
Business Day.
Attestation Report: As defined in Section 3.17.
Attesting Party: As defined in Section 3.17.
Available Funds: With respect to any Distribution Date and each Sub-Loan Group in Loan Group
II, an amount equal to the aggregate of the following amounts with respect to the pool of Mortgage Loans
included in each Sub-Loan Group in Loan Group II: (a) all previously undistributed payments on account
of principal (including the principal portion of Scheduled Payments, Principal Prepayments and the
principal portion of Net Liquidation Proceeds) and all previously undistributed payments on account of
interest received after the Cut-off Date and on or prior to the related Determination Date, (b) any
Monthly Advances and Compensating Interest Payments by the Servicer or the Master Servicer with respect
to such Distribution Date, (c) any reimbursed amount in connection with losses on investments of
deposits in certain eligible investments in respect of the Group II Mortgage Loans, and (d) any amount
allocated from the Available Funds of another Sub-Loan Group in accordance with Section 6.02(a)(i)(H),
except:
(i) all payments that were due on or before the Cut-off Date;
(ii) all Principal Prepayments and Liquidation Proceeds received after the
applicable Prepayment Period;
(iii) all payments, other than Principal Prepayments, that represent early receipt
of Scheduled Payments due on a date or dates subsequent to the related Due Date;
(iv) amounts received on particular Mortgage Loans as late payments of principal or
interest and respecting which, and to the extent that, there are any unreimbursed Monthly Advances;
(v) amounts representing Monthly Advances determined to be Nonrecoverable Advances;
(vi) any investment earnings on amounts on deposit in the Distribution Account and
amounts permitted to be withdrawn from the Distribution Account pursuant to this Agreement;
(vii) amounts needed to pay the Servicing Fees or to reimburse any Servicer or the
Master Servicer for amounts due under the Servicing Agreement and the Agreement to the extent such
amounts have not been retained by, or paid previously to, such Servicer or the Master Servicer;
(viii) amounts applied to pay any fees with respect to any lender-paid primary
mortgage insurance policy; and
(ix) any expenses or other amounts reimbursable to the Servicers, the Trustee, the
Securities Administrator, the Master Servicer and any Custodian pursuant to Section 7.04(c) or Section
9.05.
Back-Up Certification: As defined in Section 3.18(a)(iii).
Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C.
§§ 101-1330.
Bankruptcy Loss: With respect to any Mortgage Loan, any Deficient Valuation or Debt Service
Reduction related to such Mortgage Loan as reported by the Servicer to the Master Servicer.
Basis Risk Shortfall: With respect to any Distribution Date and the Class I-A, Class I-M and
Class I-B Certificates for which the Pass-Through Rate is based upon the Net Rate Cap, the excess, if
any, of (a) the amount of Current Interest that such Class would have been entitled to receive on such
Distribution Date had the applicable Pass-Though Rate been calculated at a per annum rate equal to the
lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50% over (b) the amount of Current
Interest on such Class of Offered Certificates calculated using a Pass-Though Rate equal to the Net Rate
Cap for such Distribution Date.
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and the Class
I-A, Class I-M and Class I-B Certificates, the sum of the Basis Risk Shortfall for such Distribution
Date and the Basis Risk Shortfall for all previous Distribution Dates not previously paid from any
source including Excess Cashflow and payments under the Cap Contracts, together with interest thereon at
a rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50%, for such
Distribution Date.
Book-Entry Certificates: Initially, the Senior Certificates and Offered Subordinate
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New
York Stock Exchange or Federal Reserve is closed or on which banking institutions in any jurisdiction in
which the Trustee, the Master Servicer, Custodian, any Servicer or the Securities Administrator are
authorized or obligated by law or executive order to be closed.
Cap Contract: With respect to any of the Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2,
Class I-B-1, Class I-B-2 or Class I-B-3 Certificates, the respective cap contracts, dated as of October
31, 2006, between the Trustee, on behalf of the Trust for the benefit of the Class I-A-1, Class I-A-2,
Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 or Class I-B-3 Certificateholders, as the case may
be, and the Counterparty, together with any scheduling, confirmations or other agreements related
thereto, attached hereto as Exhibit N.
Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the
amounts received from such Cap Contract, if any, on such Distribution Date.
Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest
in the Trust Fund signed and countersigned by the Securities Administrator in substantially the forms
annexed hereto as Exhibits X-0, X-0, X-0, X-0, X-0-0, X-0-0, X-0, X-0, X-0, X-0, X-00, X-00 and A-12
with the blanks therein appropriately completed.
Certificate Group: With respect to the Group II Certificates and (i) Sub-Loan Group II-1, the
Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, (ii) Sub-Loan Group II-2, the Class
II-2A-1A, Class II-2A-1B, Class II-2A-2, Class II-2X-1, Class II-2X-2, Class II-2X-3, Class II-2X-4 and
Class II-2X-5 Certificates and (iii) Sub-Loan Group II-3, the Class II-3A-1, Class II-3A-2 and Class
II-3X-1 Certificates.
Certificate Owner: Any Person who is the beneficial owner of a Certificate registered in the
name of the Depository or its nominee.
Certificate Principal Balance: With respect to any Offered Certificate and the Class I-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates (other than the Interest Only Certificates) as
of any Distribution Date, the initial principal amount of such Certificate plus, any Subsequent
Recoveries added to the Certificate Principal Balance of such Certificates pursuant to Section 6.03 or
Section 6.04 hereof, and reduced by (i) all amounts distributed on previous Distribution Dates on such
Certificate with respect to principal, (ii) solely in the case of the Group I Certificates, any Applied
Realized Loss Amounts allocated to such Class on previous Distribution Dates, (iii) solely in the case
of the Group II Certificates, the principal portion of all Realized Losses (other than Realized Losses
resulting from Debt Service Reductions) allocated prior to such Distribution Date to such Certificate,
taking account of the applicable Loss Allocation Limitation, and (iv) in the case of a Group II
Subordinate Certificate, such Certificate's pro rata share, if any, of the applicable Subordinate
Certificate Writedown Amount for previous Distribution Dates. With respect to any Class of
Certificates, the Certificate Principal Balance thereof will equal the sum of the Certificate Principal
Balances of all Certificates in such Class. The initial Certificate Principal Balance (if any) for each
Class of Certificates is set forth in Section 5.01(c)(iv).
Certificate Register: The register maintained pursuant to Section 5.02.
Certificateholder: A Holder of a Certificate.
Certification Parties: As defined in Section 3.18(a)(iii).
Certifying Person: As defined in Section 3.18(a)(iii).
Class: With respect to the Certificates, any of Class I-A-1, Class I-A-2, Class II-1A-1, Class
II-1A-2, Class II-1X-1, Class II-2A-1A, Class II-2A-1B, Class II-2A-2, Class II-2X-1, Class II-2X-2,
Class II-2X-3, Class II-2X-4, Class II-2X-5, Class II-3A-1, Class II-3A-2, Class II-3X-1, Class R, Class
R-X, Class B-IO and Class XP Certificates.
Class A Certificates: The Class I-A Certificates and Class II-A Certificates.
Class B Certificates: The Class I-B Certificates and Class II-B Certificates.
Class B-IO Advances: As defined in Section 6.01(b).
Class B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest for
the Class B-IO Certificates for such Distribution Date (which shall be deemed distributable with respect
to the REMIC IV Regular Interest B-IO-I); provided, however, that on and after the Distribution Date on
which the aggregate Certificate Principal Balance of the Group I Certificates has been reduced to zero,
the Class B-IO Distribution Amount shall include the Overcollateralization Amount (which shall be deemed
distributable, first, with respect to the REMIC IV Regular Interest B-IO-I in respect of accrued and
unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and,
thereafter, with respect to the REMIC IV Regular Interest B-IO-P in respect of the principal balance
thereof).
Class B-IO Pass-Through Rate: With respect to the Class B-IO Certificates and any Distribution
Date or REMIC IV Regular Interest B-IO-I, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (1) through
(3) below, and the denominator of which is the aggregate principal balance of the REMIC III Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class B-IO-I Certificates, the
numerator is equal to the sum of the following components:
1. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT1 minus the related
Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III Regular Interest LT1;
2. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT2 minus the related
Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III Regular Interest LT2; and
3. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT4 minus twice the related
Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III Regular Interest LT4.
Class I-A Certificates: The Class I-A-1 Certificates and the Class I-A-2 Certificates.
Class I-A Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-A Certificates immediately prior
to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the
Group I Mortgage Loans for such Distribution Date over (b) the product of (1) the aggregate Stated
Principal Balance of the Group I Mortgage Loans for such Distribution Date and (2) the sum of (x) 13.50%
and (y) the Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-B Certificates: The Class I-B-1, the Class I-B-2 and the Class I-B-3 Certificates.
Class I-B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-1 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date) and (4) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans
for such Distribution Date and (y) the sum of 2.20% and the Current Specified Overcollateralization
Percentage for such Distribution Date.
Class I-B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-2 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account
the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), and (5) the
product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date and (y) the sum of 1.20% and the Current Specified Overcollateralization Percentage
for such Distribution Date.
Class I-B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-3 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account
the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class I-B-2 Certificates (after taking into account the payment of
the Class I-B-2 Principal Distribution Amount on such Distribution Date), and (6) the product of (x) the
aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the
Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-M Certificates: The Class I-M-1 Certificates and the Class I-M-2 Certificates.
Class I-M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-M-1 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date) and (2) the product of (x) the aggregate Stated Principal
Balance of the Group I Mortgage Loans for such Distribution Date and (y) the sum of (I) 8.60% and
(II) the Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-M-2 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date) and (3) the product of (x) the aggregate Stated Principal Balance of the Group I
Mortgage Loans for such Distribution Date and (y) the sum of (I) 4.80% and (II) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class II-1A Certificates: The Class II-1A-1 Certificates and Class II-1A-2 Certificates.
Class II-2A Certificates: The Class II-2A-1A, Class II-2A-1B and Class II-2A-2 Certificates.
Class II-2X Certificates: The Class II-2X-1, Class II-2X-2, Class II-2X-3, Class II-2X-4 and
Class II-2X-5 Certificates.
Class II-3A Certificates: The Class II-3A-1 Certificates and Class II-3A-2 Certificates.
Class II-A Certificates: The Class II-1A, Class II-2A and Class II-3A Certificates.
Class II-B Certificates: The Class II-B-1, Class II-BX-1, Class II-B-2, Class II-B-3, Class
II-B-4, Class II-B-5 and Class II-B-6 Certificates.
Class II-X Certificates: The Class II-X-1, Class II-2X-1, Class II-2X-2, Class II-2X-3, Class
II-2X-4, Class II-2X-5, Class II-3X-1 and Class II-BX-1 Certificates.
Class Prepayment Distribution Trigger: For a Class of Group II Subordinate Certificates (other
than the Class II-BX-1 Certificates) for any Distribution Date, the Class Prepayment Distribution
Trigger is satisfied if the fraction (expressed as a percentage), the numerator of which is the
aggregate Certificate Principal Balance of such Class and each Class of Group II Subordinate
Certificates subordinate thereto, if any, and the denominator of which is the Stated Principal Balance
of all of the Group II Mortgage Loans as of the related Due Date, equals or exceeds such percentage
calculated as of the Closing Date.
Class R Certificate: Any of the Class R Certificates substantially in the form annexed hereto
as Exhibit A-5-1 and evidencing ownership of interests designated as "residual interests" in REMIC I,
REMIC II, REMIC III and REMIC IV for purposes of the REMIC Provisions. Component I of the Class R
Certificates is designated as the sole class of "residual interest" in REMIC I, Component II of the
Class R Certificates is designated as the sole class of "residual interest" in REMIC II, Component III
of the Class R Certificates is designated as the sole class of "residual interest" in REMIC III and
Component IV of the Class R Certificates is designated as the sole class of "residual interest" in REMIC
IV.
Class R-X Certificates: Any of the Class R-X Certificates substantially in the form annexed
hereto as Exhibit A-5-2 and evidencing ownership of the "residual interest" in REMIC V for purposes of
the REMIC Provisions.
Class XP Certificates: Any of the Class XP Certificates substantially in the form attached
hereto as Exhibit A-7.
Class XP Reserve Account: The account established and maintained by the Securities
Administrator pursuant to Section 4.07 hereof.
Closing Date: October 31, 2006.
Combination Group: With respect to the Group II Certificates, any group of Exchangeable
Certificates set forth in Appendix 1 attached hereto.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.09.
Corporate Trust Office: The designated office of the Trustee or Securities Administrator, as
applicable, where at any particular time its respective corporate trust business with respect to this
Agreement shall be administered. The Corporate Trust Office of the Trustee at the date of the execution
of this Agreement is located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Structured Finance Agency & Trust BSALTA 2006-7. The Corporate Trust Office of the Securities
Administrator at the date of the execution of this Agreement is located at 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Group, BSALTA 2006-7. For the purpose of
registration and transfer and exchange only, the Corporate Trust Office of the Securities Administrator
shall be located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention:
Corporate Trust Group, BSALTA 2006-7.
Counterparty: Wachovia Bank, National Association and any successor thereto, or any successor
counterparty under the Cap Contracts.
Countrywide: Countrywide Home Loans Servicing LP, and its successor in interest.
Countrywide Servicing Agreement: The Seller's Warranties and Servicing Agreement, dated as of
September 1, 2002, as amended by Amendment No. 1, dated as of January 1, 2003, Amendment No. 2, dated as
of September 1, 2004, and Amendment No. 3, dated as of January 1, 2006, between Countrywide and EMC,
attached hereto as Exhibit H-1 and by the related Assignment Agreement.
Current Interest: As of any Distribution Date, with respect to each Class of Group I Offered
Certificates and the Class I-B-3 Certificates, (i) the interest accrued on the Certificate Principal
Balance or Notional Amount, as applicable, during the related Interest Accrual Period at the applicable
Pass-Through Rate plus any amount previously distributed with respect to interest for such Certificate
that has been recovered as a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a)
any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by Compensating
Interest Payments and (b) any shortfalls resulting from the application of the Relief Act during the
related Due Period; provided, however, that for purposes of calculating Current Interest for any such
Class, amounts specified in clauses (ii)(a) and (ii)(b) hereof for any such Distribution Date shall be
allocated first to the Class B-IO Certificates and the Class R Certificates in reduction of amounts
otherwise distributable to such Certificates on such Distribution Date and then any excess shall be
allocated to each other Class of Certificates pro rata based on the respective amounts of interest
accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.
Current Specified Enhancement Percentage: For any Distribution Date, a percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I Subordinate
Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the
Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the end of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment
Period).
Current Specified Overcollateralization Percentage: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Overcollateralization Target Amount, and the
denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date.
Custodial Agreement: As applicable, (i) the custodial agreement, dated as of the Closing Date,
among the Trustee, Structured Asset Mortgage Investments II Inc., as company, Xxxxx Fargo Bank, National
Association, as Master Servicer and Securities Administrator, and Xxxxx Fargo Bank, National
Association, as Custodian or (ii) the custodial agreement dated as of the Closing Date, among the
Trustee, Structured Asset Mortgage Investments II Inc., as company, Xxxxx Fargo, National Association,
as Master Servicer and Securities Administrator, and Treasury Bank, A Division of Countrywide Bank,
N.A., as Custodian, each substantially in the form of Exhibit G hereto.
Custodian: As applicable, (i) Xxxxx Fargo Bank, National Association, or any successor
custodian appointed pursuant to the provisions hereof and of the related Custodial Agreement, with
respect to the Mortgage Loans set forth on Schedule I to the related Custodial Agreement, or
(ii) Treasury Bank, a Division of Countrywide Bank, N.A., or any successor custodian appointed pursuant
to the provisions hereof and of the related Custodial Agreement, with respect to the Mortgage Loans set
forth on Schedule I to the related Custodial Agreement.
Cut-off Date: October 1, 2006.
Cut-off Date Balance: $1,269,924,621.82.
Debt Service Reduction: Any reduction of the Scheduled Payments which a Mortgagor is obligated
to pay with respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy Code or any
other similar state law or other proceeding.
Deficient Valuation: With respect to any Mortgage Loan, a valuation of the Mortgaged Property
by a court of competent jurisdiction in an amount less than the then outstanding indebtedness under the
Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code or any
other similar state law or other proceeding.
Delinquent: A Mortgage Loan is "Delinquent" if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due.
A Mortgage Loan is "30 days delinquent" if such payment has not been received by the close of business
on the last day of the month immediately succeeding the month in which such payment was due. For
example, a Mortgage Loan with a payment due on December 1 that remained unpaid as of the close of
business on January 31 would then be considered to be 30 to 59 days delinquent. Similarly for "60 days
delinquent," "90 days delinquent" and so on.
Depositor: Structured Asset Mortgage Investments II Inc., a Delaware corporation, or its
successors in interest.
Depositor Information: As defined in Section 3.18(c).
Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor
thereto.
Depository Agreement: The meaning specified in Section 5.01(a) hereof.
Depository Participant: A broker, dealer, bank or other financial institution or other Person
for whom from time to time the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Designated Depository Institution: A depository institution (commercial bank, federal savings
bank, mutual savings bank or savings and loan association) or trust company (which may include the
Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.
Determination Date: With respect to each Mortgage Loan, the Determination Date as defined in
the Servicing Agreement.
Disqualified Organization: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any agency or instrumentality of
any of the foregoing (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for the Xxxxxxx Mac or any successor thereto, a majority of its board of
directors is not selected by such governmental unit), (ii) any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other
than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an ownership interest in a Residual Certificate by such Person
may cause any 2006-7 REMIC contained in the Trust or any Person having an ownership interest in the
Residual Certificate (other than such Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the transfer of an ownership interest in a Residual
Certificate to such Person. The terms "United States," "State" and "international organization" shall
have the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Account: The trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 4.04, which shall be denominated "Citibank, N.A., as Trustee f/b/o
holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx ALT-A Trust 2006-7, Mortgage
Pass-Through Certificates, Series 2006-7 - Distribution Account." The Distribution Account shall be an
Eligible Account.
Distribution Account Deposit Date: The Business Day prior to each Distribution Date.
Distribution Date: The 25th day of any month, beginning in the month immediately following the
month of the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately
following.
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or
15(d) of the Exchange Act.
DTC Custodian: Xxxxx Fargo Bank, National Association, or its successors in interest as
custodian for the Depository.
Due Date: With respect to each Mortgage Loan, the date in each month on which its Scheduled
Payment is due if such due date is the first day of a month and otherwise is deemed to be the first day
of the following month or such other date specified in the related Servicing Agreement.
Due Period: With respect to any Distribution Date and each Mortgage Loan, the period
commencing on the second day of the month preceding the calendar month in which the Distribution Date
occurs and ending at the close of business on the first day of the month in which the Distribution Date
occurs.
XXXXX: As defined in Section 3.18.
Eligible Account: Any of (i) a segregated account maintained with a federal or state chartered
depository institution (A) the short-term obligations of which are rated A-1 or better by Standard &
Poor's and P-1 by Moody's at the time of any deposit therein or (B) insured by the FDIC (to the limits
established by such Corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held
pursuant to this clause (i)) delivered to the Securities Administrator prior to the establishment of
such account, the Certificateholders will have a claim with respect to the funds in such account and a
perfected first priority security interest against any collateral (which shall be limited to Permitted
Investments, each of which shall mature not later than the Business Day immediately preceding the
Distribution Date next following the date of investment in such collateral or the Distribution Date if
such Permitted Investment is an obligation of the institution that maintains the Distribution Account)
securing such funds that is superior to claims of any other depositors or general creditors of the
depository institution with which such account is maintained, (ii) a segregated trust account or
accounts maintained with a federal or state chartered depository institution or trust company with trust
powers acting in its fiduciary capacity or (iii) a segregated account or accounts of a depository
institution acceptable to the Rating Agencies (as evidenced in writing by the Rating Agencies that use
of any such account as the Distribution Account will not have an adverse effect on the then-current
ratings assigned to the Classes of Certificates then rated by the Rating Agencies). Eligible Accounts
may bear interest.
EMC: EMC Mortgage Corporation, and any successor thereto.
EMC Servicing Agreement: The Servicing Agreement, dated as of October 1, 2006, between
Structured Asset Mortgage Investments II Inc. and EMC as attached hereto as Exhibit H-2.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 8.01.
EverHome: EverHome Mortgage Company, and any successor thereto.
EverHome Servicing Agreement: The Subservicing Agreement, dated as of August 1, 2002, as
amended by Amendment No. 1, dated as of January 1, 2006, between EverHome and EMC, as attached hereto as
Exhibit H-3 and by the related Assignment Agreement..
Excess Cashflow: With respect to any Distribution Date, the sum of (i) Remaining Excess Spread
for such Distribution Date and (ii) Overcollateralization Release Amount for such Distribution Date;
provided, however, that the Excess Cashflow shall include Principal Funds on and after the Distribution
Date on which the aggregate Certificate Principal Balance of the Class I-A-1, Class I-A-2, Class I-M-1,
Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates has been reduced to zero (other than
Principal Funds otherwise distributed to the Holders of Class I-A-1, Class I-A-2, Class I-M-1, Class
I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates on such Distribution Date).
Excess Liquidation Proceeds: To the extent that such amount is not required by law to be paid
to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated
Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the
related Liquidation Date occurs, plus (ii) related Liquidation Expenses.
Excess Spread: With respect to any Distribution Date, the excess, if any, of (i) the Interest
Funds for such Distribution Date over (ii) the sum of the Current Interest on the Group I Offered
Certificates, the Class I-B-3 Certificates and Interest Carryforward Amounts on the Class I-A
Certificates, in each case on such Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17, 3.18 and
3.23 of this Agreement.
Exchangeable Certificates: Any of the Class II-2A-1B, Class II-2X-2, Class II-2X-3, Class
II-2X-4 and Class II-2X-5 Certificates.
Exchanged Certificates: The certificates that may be exchanged for a proportionate interest in
related Exchangeable Certificates in the combinations set forth in Appendix 1.
Extra Principal Distribution Amount: With respect to any Distribution Date, an amount derived
from Excess Spread equal to the lesser of (i) the excess, if any, of the Overcollateralization Target
Amount for such Distribution Date over the Overcollateralization Amount for such Distribution Date and
(ii) the Excess Spread for such Distribution Date.
Xxxxxx Xxx: Federal National Mortgage Association and any successor thereto.
FDIC: Federal Deposit Insurance Corporation and any successor thereto.
Final Certification: The certification substantially in the form of Exhibit Three to the
related Custodial Agreement.
First Horizon: First Horizon Home Loan Corporation, and its successor in interest.
First Horizon Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as
of September 1, 2003, as amended by Amendment Number 1, dated as of May 14, 2004, Amendment Number 2,
dated as of June 16, 2005, Amendment Number 3, dated as of August 8, 2005 and Amendment Number 4, dated
as of December 21, 2005, between EMC, First Horizon and First Tennessee Mortgage Services, Inc.,
attached hereto as Exhibit H-4 and by the related Assignment Agreement.
Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1
through August 31, or September 1 through November 30, as applicable.
Fitch: Fitch Ratings, and any successor in interest.
Form 8-K Disclosure Information: As defined in Section 3.18(a)(ii).
Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class
XP Certificates), the fractional undivided interest evidenced by any Certificate of such Class the
numerator of which is the Certificate Principal Balance of such Certificate and the denominator of which
is the Certificate Principal Balance of such Class. With respect to the Class XP Certificates, the
percentage interest stated thereon. With respect to the Certificates in the aggregate, the fractional
undivided interest evidenced by (i) the Residual Certificates will be deemed to equal 1.00% (in the
aggregate), (ii) the Class B-IO Certificates will be deemed to equal 1.00% and (iii) a Certificate of
any other Class will be deemed to equal 98.00% multiplied by a fraction, the numerator of which is the
Certificate Principal Balance of such Certificate and the denominator of which is the aggregate
Certificate Principal Balance of all the Certificates other than the Class B-IO Certificates.
Xxxxxxx Mac: Xxxxxxx Mac, formerly the Federal Home Loan Mortgage Corporation, and any
successor thereto.
Global Certificate: Any Private Certificate registered in the name of the Depository or its
nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a
Person maintaining an account with such Depository (directly or as an indirect participant in accordance
with the rules of such depository).
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated on the Mortgage Loan Schedule which percentage is added to the related Index on each
Interest Adjustment Date to determine (subject to rounding, the minimum and maximum Mortgage Interest
Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.
Group I Certificates: The Group I Senior Certificates, the Group I Subordinate Certificates
and the Group I Non-Offered Subordinate Certificates.
Group I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group I Non-Offered Subordinate Certificates: The Class I-B-3, Class XP and Class B-IO
Certificates.
Group I Offered Certificates: The Group I Senior Certificates and the Group I Offered
Subordinate Certificates.
Group I Offered Subordinate Certificates: The Class I-M-1, Class I-M-2, Class I-B-1 and Class
I-B-2 Certificates.
Group I Senior Certificates: The Class I-A Certificates.
Group I Significance Estimate: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by
the Depositor of the aggregate maximum probable exposure of the outstanding Group I Certificates to the
related Cap Contract.
Group I Significance Percentage: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an percentage equal to the Group I Significance Estimate divided by
the aggregate outstanding Certificate Principal Balance of the Group I Certificates, prior to the
distribution of the related Principal Distribution Amount on such Distribution Date.
Group I Subordinate Certificates: The Group I Offered Subordinate Certificates and the Group I
Non-Offered Subordinate Certificates.
Group I-A Certificates: The Class I-A-1 Certificates and Class I-A-2 Certificates.
Group II Certificates: The Group II Senior Certificates and the Group II Subordinate
Certificates.
Group II Cross-Over Date: The first Distribution Date on which the aggregate Certificate
Principal Balance of the Group II Subordinate Certificates has been reduced to zero.
Group II Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group II Non-Offered Subordinate Certificates: The Class II-B-4, Class II-B-5 and Class II-B-6
Certificates.
Group II Offered Certificates: The Group II Senior Certificates and the Group II Offered
Subordinate Certificates.
Group II Offered Subordinate Certificates: The Class II-B-1, Class II-BX-1, Class II-B-2 and
Class II-B-3 Certificates.
Group II Senior Certificates: The Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1A,
Class II-2A-1B, Class II-2A-2, Class II-2X-1, Class II-2X-2, Class II-2X-3, Class II-2X-4, Class
II-2X-5, Class II-3A-1, Class II-3A-2 and Class II-3X-1 Certificates or any Exchanged Certificates
exchanged therefor.
Group II Senior Optimal Principal Amount: With respect to each Distribution Date and a
Sub-Loan Group, an amount equal to the sum, without duplication, of the following (but in no event
greater than the aggregate Certificate Principal Balances of the related Certificate Group in such
Sub-Loan Group immediately prior to such Distribution Date):
(i) the Group II Senior Percentage of the principal portion of all Scheduled
Payments due on each Outstanding Mortgage Loans in the related Sub-Loan Group on the related Due Date,
as specified in the amortization schedule at the time applicable thereto (after adjustments for previous
Principal Prepayments but before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace period if the related
Distribution Date occurs prior to the Group II Cross-over Date);
(ii) the Group II Senior Prepayment Percentage of the Stated Principal Balance of
each Mortgage Loan in the related Sub-Loan Group which was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the Group II Senior Prepayment Percentage of amount of all Principal
Prepayments in part allocated to principal received by the Servicers during the related Prepayment
Period in respect to the Mortgage Loans in the related Sub-Loan Group;
(iv) the lesser of (a) the Group II Senior Prepayment Percentage of the sum of (A)
all Net Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan in the
related Sub-Loan Group that became a Liquidated Mortgage Loan during the related Prepayment Period
(other than Mortgage Loans described in the immediately following clause (B)) and all Subsequent
Recoveries received in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group during the
related Prepayment Period and (B) the Stated Principal Balance of each such Mortgage Loan in the related
Sub-Loan Group purchased by an insurer from the Trust during the related Prepayment Period pursuant to
the related Primary Mortgage Insurance Policy, if any, or otherwise and (b) the Group II Senior
Percentage of the sum of (A) the Stated Principal Balance of each Mortgage Loan in the related Sub-Loan
Group which became a Liquidated Mortgage Loan during the related Prepayment Period (other than the
Mortgage Loans described in the immediately following clause (B)) and all Subsequent Recoveries received
in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group during the related Due Period
and (B) the Stated Principal Balance of each such Mortgage Loan that was purchased by an insurer from
the Trust during the related Prepayment Period pursuant to the related Primary Mortgage Insurance
Policy, if any or otherwise;
(v) any amount allocated to the Available Funds of the related Sub-Loan Group
pursuant to Section 6.02 (a)(i)(E); and
(vi) the Group II Senior Prepayment Percentage of the sum of (a) the Stated
Principal Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the
Sponsor in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such substitute Mortgage Loan.
Group II Senior Percentage: With respect to each Certificate Group related to a Sub-Loan Group
and any distribution date, the lesser of (a) 100% and (b) the percentage obtained by dividing the
Certificate Principal Balance of the Group II Senior Certificates (other than the Senior Interest Only
Certificates) in the related Certificate Group immediately preceding such Distribution Date by the
aggregate Stated Principal Balance of the Group II Mortgage Loans in the related Sub-Loan Group as of
the beginning of the related Due Period.
Group II Senior Prepayment Percentage: With respect to a Certificate Group related to a
Sub-Loan Group and any Distribution Date occurring during the periods set forth below, as follows:
Period (dates inclusive) Group II Senior Prepayment Percentage
November 2006 - October 2013 100%
November 2013 - October 2014 Group II Senior Percentage for the Group II Senior
Certificates plus 70% of the Group II Subordinate Percentage
for the related Sub-Loan Group.
November 2014 - October 2015 Group II Senior Percentage for the Group II Senior
Certificates plus 60% of the Group II Subordinate Percentage
for the related Sub-Loan Group.
November 2015 - October 2016 Group II Senior Percentage for the Group II Senior
Certificates plus 40% of the Group
II Subordinate Percentage
for the related Sub-Loan Group.
November 2016 - October 2017 Group II Senior Percentage for the Group II Senior
Certificates plus 20% of the Group II Subordinate Percentage
for the related Sub-Loan Group.
November 2017 and thereafter Group II Senior Percentage for the Group II Senior
Certificates.
In addition, no reduction of the Group II Senior Prepayment Percentage for the related
Certificate Group shall occur on any Distribution Date unless, as of the last day of the month preceding
such Distribution Date, (A) the aggregate Stated Principal Balance of the Group II Mortgage Loans in all
Sub-Loan Groups Delinquent 60 days or more (including for this purpose any such Group II Mortgage Loans
in foreclosure and Group II Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate
Certificate Principal Balance of the Group II Subordinate Certificates does not exceed 50%; and (B)
cumulative Realized Losses on the Group II Mortgage Loans in all Sub-Loan Groups do not exceed (a) 30%
of the Original Group II Subordinate Principal Balance if such Distribution Date occurs between and
including November 2013 and October 2014, (b) 35% of the Original Group II Subordinate Principal Balance
if such Distribution Date occurs between and including November 2014 and October 2015, (c) 40% of the
Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including
November 2015 and October 2016, (d) 45% of the Original Group II Subordinate Principal Balance if such
Distribution Date occurs between and including November 2016 and October 2017, and (e) 50% of the
Original Group II Subordinate Principal Balance if such Distribution Date occurs during or after
November 2017.
In addition, if on any Distribution Date the weighted average of the Group II Subordinate
Percentages for such Distribution Date is equal to or greater than two times the weighted average of the
initial Group II Subordinate Percentages, and (a) the aggregate Stated Principal Balance of the Group II
Mortgage Loans for all Sub-Loan Groups Delinquent 60 days or more (including for this purpose any such
Mortgage Loans in foreclosure and such Group II Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage
of the aggregate Certificate Principal Balance of the Group II Subordinate Certificates does not exceed
50% and (b)(i) on or prior to the Distribution Date in October 2009, cumulative Realized Losses on the
Group II Mortgage Loans for all Sub-Loan Groups as of the end of the related Prepayment Period do not
exceed 20% of the Original Group II Subordinate Principal Balance and (ii) after the Distribution Date
in October 2009 cumulative Realized Losses on the Group II Mortgage Loans for all Sub-Loan Groups as of
the end of the related Prepayment Period do not exceed 30% of the Original Group II Subordinate
Principal Balance, then, the Group II Senior Prepayment Percentage for such Distribution Date will equal
the Group II Senior Percentage for the related Certificate Group; provided, however, if on such
Distribution Date the Group II Subordinate Percentage is equal to or greater than two times the initial
Group II Subordinate Percentage on or prior to the Distribution Date occurring in October 2009 and the
above delinquency and loss tests are met, then the Group II Senior Prepayment Percentage for the related
Certificate Group for such Distribution Date will equal the Group II Senior Percentage plus 50% of the
Group II Subordinate Percentage.
Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Group II Senior Certificates in any Sub-Loan
Group immediately preceding such Distribution Date, and the denominator of which is the Stated Principal
Balance of the related Group II Mortgage Loans as of the beginning of the related Due Period, exceeds
such percentage as of the Cut-off Date, the Group II Senior Prepayment Percentage with respect to all of
the Group II Senior Certificates will equal 100%.
Group II Subordinate Certificates: The Group II Offered Subordinate Certificates and the Group
II Non-Offered Subordinate Certificates.
Group II Subordinate Optimal Principal Amount: With respect to any Distribution Date and any
Sub-Loan Group in Loan Group II, an amount equal to the sum, without duplication, of the following (but
in no event greater than the aggregate Certificate Principal Balance of the Group II Subordinate
Certificates immediately prior to such Distribution Date):
(i) the Group II Subordinate Percentage of the principal portion of all Scheduled Payments
due on each outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified
in the amortization schedule at the time applicable thereto (after adjustment for previous Principal
Prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period);
(ii) the Group II Subordinate Prepayment Percentage of the Stated Principal Balance of each
Group II Mortgage Loan in the related Sub-Loan Group that was the subject of a Principal Prepayment in
full received by the Servicers during the related Prepayment Period;
(iii) the Group II Subordinate Prepayment Percentage of the amount of all Partial Principal
Prepayments of principal received in respect of the Group II Mortgage Loans in the related Sub-Loan
Group during the applicable Prepayment Period;
(iv) the excess, if any, of (a) all Net Liquidation Proceeds and Subsequent Recoveries
allocable to principal received during the related Prepayment Period in respect of each Liquidated
Mortgage Loan in the related Sub-Loan Group over (b) the sum of the amounts distributable to the Senior
Certificates in the related Certificate Group pursuant to clause (iv) of the definition of Group II
Senior Optimal Principal Amount on such Distribution Date;
(v) the Group II Subordinate Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each Group II Mortgage Loan in the related Sub-Loan Group that was purchased by the Sponsor
in connection with such Distribution Date and (b) the difference, if any, between the Stated Principal
Balance of a Group II Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor
with a Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such Substitute Mortgage Loan; and
(vi) on the Distribution Date on which the Certificate Principal Balances of the Senior
Certificates in the related Certificate Group have all been reduced to zero, 100% of the Group II Senior
Optimal Principal Amount for such Group II Senior Certificates. After the aggregate Certificate
Principal Balance of the Subordinate Certificates has been reduced to zero, the Group II Subordinate
Optimal Principal Amount shall be zero.
Group II Subordinate Percentage: With respect to each Sub-Loan Group included in Loan Group II
on any Distribution Date, 100% minus the Group II Senior Percentage for the related Certificate Group.
Group II Subordinate Prepayment Percentage: With respect to each Sub-Loan Group included in
Loan Group II on any Distribution Date, 100% minus the Senior Prepayment Percentage for the related
Certificate Group.
Holder: The Person in whose name a Certificate is registered in the Certificate Register,
except that, subject to Sections 11.02(b) and 11.05(e), solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master
Servicer, the Securities Administrator or the Trustee or any Affiliate thereof shall be deemed not to be
outstanding and the Fractional Undivided Interest evidenced thereby shall not be taken into account in
determining whether the requisite percentage of Fractional Undivided Interests necessary to effect any
such consent has been obtained.
Homebanc: HomeBanc Mortgage Corporation, and its successor in interest.
Homebanc Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
January 1, 2004, as amended by the Amended and Restated Amendment No. 1, dated as of January 27, 2006,
between Homebanc and EMC, attached hereto as Exhibit H-5 and by the related Assignment Agreement.
HSBC: HSBC Mortgage Corporation (USA), and its successor in interest.
HSBC Servicing Agreement: The Amended and Restated Purchase, Warranties and Servicing
Agreement, dated as of September 1, 2005, as amended by Amendment Reg AB, dated as of November 7, 2005,
between HSBC and EMC, attached hereto as Exhibit H-6 and by the related Assignment Agreement.
Indemnified Persons: The Trustee, the Master Servicer, each Custodian and the Securities
Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any
separate co-trustee and its officers, directors, agents and employees.
Index: The index, if any, specified in a Mortgage Note by reference to which the related
Mortgage Interest Rate will be adjusted from time to time.
Individual Certificate: Any Private Certificate registered in the name of the Holder other
than the Depository or its nominee.
Initial Certification: The certification substantially in the form of Exhibit One to the
related Custodial Agreement.
Institutional Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l), (2),
(3) or (7) of Regulation D under the Securities Act or any entity all of the equity holders in which
come within such paragraphs.
Insurance Policy: With respect to any Mortgage Loan, any standard hazard insurance policy,
flood insurance policy or title insurance policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any
Mortgage Loan or Mortgaged Property other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to
repair or restore the Mortgaged Property or to reimburse insured expenses, including the related
Servicer's costs and expenses incurred in connection with presenting claims under the related Insurance
Policies.
Interest Accrual Period: With respect to each Distribution Date, for each Class of Group II
Certificates, the calendar month preceding the month in which such Distribution Date occurs. The
Interest Accrual Period for the Group I Offered Certificates and the Class I-B-3 Certificates will be
the period from and including the preceding Distribution Date (or from and including the Closing Date,
in the case of the first Distribution Date) to and including the day prior to the current Distribution
Date.
Interest Adjustment Date: With respect to a Mortgage Loan, the date, if any, specified in the
related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.
Interest Carryforward Amount: As of the first Distribution Date and with respect to each Class
of Group I Offered Certificates and the Class I-B-3 Certificates, zero, and for each Distribution Date
thereafter, the sum of (i) the excess of (a) the Current Interest for such Class with respect to prior
Distribution Dates over (b) the amount actually distributed to such Class of Group I Certificates with
respect to interest on or after such prior Distribution Dates and (ii) interest thereon (to the extent
permitted by applicable law) at the applicable Pass-Through Rate for such Class for the related Interest
Accrual Period including the Interest Accrual Period relating to such Distribution Date.
Interest Funds: For any Distribution Date and Loan Group I, (i) the sum, without duplication,
of (a) all scheduled interest collected in respect to the related Group I Mortgage Loans during the
related Due Period less the related Servicing Fee, (b) all Monthly Advances relating to interest with
respect to the related Group I Mortgage Loans remitted by the related Servicer or Master Servicer, as
applicable, on or prior to the related Distribution Account Deposit Date, (c) all Compensating Interest
Payments with respect to the Group I Mortgage Loans and required to be remitted by the Master Servicer
pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement with
respect to such Distribution Date, (d) Liquidation Proceeds with respect to the related Group I Mortgage
Loans collected during the related Prepayment Period (or, in the case of Subsequent Recoveries, during
the related Prepayment Period) to the extent such Liquidation Proceeds relate to interest, (e) all
amounts relating to interest with respect to each related Group I Mortgage Loan purchased by EMC (on its
own behalf as a Seller and on behalf of Master Funding) pursuant to Sections 2.02 and 2.03 or by the
Depositor pursuant to Section 3.21 during the related Due Period, and (f) all amounts in respect of
interest paid by EMC pursuant to Section 10.01 in respect to Loan Group I, in each case to the extent
remitted by EMC or its designee, as applicable, to the Distribution Account pursuant to this Agreement,
and (g) the interest proceeds received from the exercise of an optional termination pursuant to Section
10.01 minus (ii) all amounts required to be reimbursed pursuant to Sections 4.01 and 4.05 or as
otherwise set forth in this Agreement and allocated to Loan Group I.
Interest Only Certificates: Each of the Class II-1X-1, Class II-2X-1, Class II-2X-2, Class
II-2X-3, Class II-2X-4, Class II-2X-5, Class II-3X-1 and Class II-BX-1 Certificates.
Interest Shortfall: With respect to any Distribution Date and each Mortgage Loan that during
the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act
Mortgage Loan, an amount determined as follows:
(a) Partial Principal Prepayments received during the relevant Prepayment Period:
The difference between (i) one month's interest at the applicable Net Rate on the amount of such
prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the
applicable Net Rate) received at the time of such prepayment;
(b) Principal Prepayments in full received during the relevant Prepayment Period: The
difference between (i) one month's interest at the applicable Net Rate on the Stated Principal Balance
of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Rate) received at the time of such
prepayment; and
(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30
days' interest (or, in the case of a Principal Prepayment in full, interest to the date of prepayment)
on the Stated Principal Balance thereof (or, in the case of a Principal Prepayment in part, on the
amount so prepaid) at the related Net Rate over (ii) 30 days' interest (or, in the case of a Principal
Prepayment in full, interest to the date of prepayment) on such Stated Principal Balance (or, in the
case of a Principal Prepayment in part, on the amount so prepaid) at the annual interest rate required
to be paid by the Mortgagor as limited by application of the Relief Act.
Interim Certification: The certification substantially in the form of Exhibit Two to the
related Custodial Agreement.
Investment Letter: The letter to be furnished by each Institutional Accredited Investor which
purchases any of the Private Certificates in connection with such purchase, substantially in the form
set forth as Exhibit F-1 hereto.
LIBOR Business Day: Any day other than a Saturday or a Sunday or a day on which banking
institutions in the city of London, England are required or authorized by law to be closed.
LIBOR Determination Date: With respect to each Class of Offered Certificates and for the first
Interest Accrual Period, October 27, 2006. With respect to each Class of Offered Certificates and any
Interest Accrual Period thereafter, the second LIBOR Business Day preceding the commencement of such
Interest Accrual Period.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Servicer or the Master
Servicer has determined that all amounts it expects to recover from or on account of such Mortgage Loan
have been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on which the Master
Servicer or the Servicer has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed expenses
paid or incurred by or for the account of the Master Servicer or the Servicer in connection with the
liquidation of such Mortgage Loan and the related Mortgage Property, such expenses including (a)
property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including
court costs and reasonable attorneys' fees, and (d) similar expenses reasonably paid or incurred in
connection with liquidation.
Liquidation Proceeds: Amounts received in connection with the liquidation of a defaulted
Mortgage Loan, whether through trustee's sale, foreclosure sale, Insurance Proceeds, condemnation
proceeds or otherwise and Subsequent Recoveries.
Loan Group: Loan Group I or Loan Group II, as applicable.
Loan Group I: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Loan Group II: Sub-Loan Group II-1, Sub-Loan Group II-2 and Sub-Loan Group II-3.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the original principal balance of the related Mortgage Loan and
the denominator of which is the Original Value of the related Mortgaged Property.
Loss Allocation Limitation: The meaning specified in Section 6.04(c) hereof.
Loss Severity Percentage: With respect to any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the amount of Realized Losses incurred on a Mortgage Loan and the
denominator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the
liquidation of such Mortgage Loan.
Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan
Schedule.
Margin: With respect to any Distribution Date on or prior to the first possible optional
termination date for the Group I Certificates and (i) the Class I-A-1 Certificates, 0.170% per annum,
(ii) the Class I-A-2 Certificates, 0.220% per annum, (iii) the Class I-M-1 Certificates, 0.310% per
annum, (iv) the Class I-M-2 Certificates, 0.450% per annum, (v) the Class I-B-1 Certificates, 1.150% per
annum, (vi) the Class I-B-2 Certificates, 2.150% per annum, and (vii) the Class I-B-3 Certificates,
2.150% per annum; and with respect to any distribution date after the first possible optional termination
date for the Group I Certificates and (i) the Class I-A-1 Certificates, 0.340% per annum, (ii) the Class
I-A-2 Certificates, 0.440% per annum, (iii) the Class I-M-1 Certificates, 0.465% per annum, (iv) the
Class I-M-2 Certificates, 0.675% per annum, (v) the Class I-B-1 Certificates, 1.725% per annum, (vi) the
Class I-B-2 Certificates, 3.225% per annum, and (vii) the Class I-B-3 Certificates, 3.225% per annum.
Marker Rate: With respect to the Class B-IO Certificates or REMIC IV Regular Interest B-IO-I
and any Distribution Date, in relation to the REMIC III Regular Interests, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC III Pass-Through Rates for REMIC III Regular
Interest LT2 and REMIC III Regular Interest LT3.
With respect to REMIC IV Regular Interest II-B-1 and any Distribution Date, in relation to
REMIC II Regular Interests LT1, LT2, LT3 and LT4, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT2 and REMIC II
Regular Interest LT3.
Master Servicer: As of the Closing Date, Xxxxx Fargo Bank, National Association and,
thereafter, its respective successors in interest that meet the qualifications of the Servicing
Agreements and this Agreement.
Master Servicer Information: As defined in Section 3.18(c).
Master Funding: Master Funding LLC, a Delaware limited liability company, and its successors
and assigns, in its capacity as seller of the Master Funding Mortgage Loans to the Depositor.
Master Funding Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule for which Master Funding is the applicable Seller.
Master Servicing Compensation: The meaning specified in Section 3.14.
Material Defect: The meaning specified in Section 2.02(a).
Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS® System: The system of recording transfers of Mortgage Loans electronically maintained by
MERS.
Mid America: Mid America Bank, fsb, and its successor in interest.
Mid America Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
February 1, 2006, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement,
dated as of February 1, 2006, between Mid America and EMC, attached hereto as Exhibit H-7 and by the
related Assignment Agreement.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS®
System.
Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the
origination thereof.
Monthly Advance: An advance of principal or interest required to be made by the applicable
Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.08.
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 6.07.
Monthly Delinquency Percentage: With respect to a Distribution Date, the percentage equivalent
of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group I Mortgage
Loans that are 60 days or more Delinquent or are in bankruptcy or foreclosure or are REO Properties for
such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of Group I
Mortgage Loans for such Distribution Date.
Moody's: Xxxxx'x Investors Service, Inc. or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first priority lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage Loan.
Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Interest Rate: The annual rate at which interest accrues from time to time on any
Mortgage Loan pursuant to the related Mortgage Note, which rate is initially equal to the "Mortgage
Interest Rate" set forth with respect thereto on the Mortgage Loan Schedule.
Mortgage Loan: A mortgage loan transferred and assigned to the Trustee pursuant to Section
2.01, Section 2.04 or Section 2.07 and held as a part of the Trust Fund, as identified in the Mortgage
Loan Schedule (which shall include, without limitation, with respect to each Mortgage Loan, each related
Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto), including a mortgage
loan the property securing which has become an REO Property.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of October 31,
2006, among EMC, as a seller, Master Funding, as a seller, and Structured Asset Mortgage Investments II
Inc., as purchaser, and all amendments thereof and supplements thereto, attached as Exhibit J.
Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B with respect to the
Mortgage Loans, as amended from time to time to reflect the repurchase or substitution of Mortgage Loans
pursuant to this Agreement or the Mortgage Loan Purchase Agreement, as the case may be.
Mortgage Note: The originally executed note or other evidence of the indebtedness of a
Mortgagor under the related Mortgage Loan.
Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the
related Mortgage Loan or, in the case of REO Property, such REO Property.
Mortgagor: The obligor on a Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the Interest Shortfall, if any,
for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution
Date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, Liquidation Proceeds net of
(i) Liquidation Expenses which are payable therefrom to the Servicer or the Master Servicer in accordance
with the Servicing Agreement or this Agreement and (ii) unreimbursed advances by the Servicer or the
Master Servicer and Monthly Advances.
Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time
to time less the Servicing Fee Rate expressed as a per annum rate.
Net Rate Cap: For any Distribution Date and the Group I Offered Certificates and the Class
I-B-3 Certificates, the weighted average of the Net Rates of the Group I Mortgage Loans as of the
beginning of the related Due Period, weighted on the basis of the Stated Principal Balances thereof as
of the preceding Distribution Date, in each case as adjusted to an effective rate reflecting the accrual
of interest on the basis of a 360-day year and the actual number of days elapsed in the related Interest
Accrual Period.
NIM Issuer: The entity established as the issuer of the NIM Securities.
NIM Securities: Any debt securities secured or otherwise backed by some or all of the
Certificates, including the Class R-X Certificate.
NIM Trustee: The trustee for the NIM Securities.
Non-Offered Subordinate Certificates: The Group I Non-Offered Subordinate Certificates and the
Group II Non-Offered Subordinate Certificates.
Nonrecoverable Advance: Any advance or Monthly Advance (i) which was previously made or is
proposed to be made by the Master Servicer, the Trustee (in its capacity as successor Master Servicer)
or the applicable Servicer and (ii) which, in the good faith judgment of the Master Servicer, the
Trustee in its capacity as successor Master Servicer or the applicable Servicer, will not or, in the
case of a proposed advance or Monthly Advance, would not, be ultimately recoverable by the Master
Servicer, the Trustee (as successor Master Servicer) or the applicable Servicer from Liquidation
Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such advance or Monthly
Advance was made or is proposed to be made.
Notional Amount: The Notional Amount of (i) the Class II-1X-1 Certificates immediately prior
to any Distribution Date is equal to the aggregate Certificate Principal Balance of the Class II-1A-1
Certificates and the Class II-1A-2 Certificates, (ii) the Class II-2X-1 Certificates immediately prior
to any Distribution Date is equal to the aggregate Certificate Principal Balance of the Class II-2A-1A
Certificates and the Class II-2A-2 Certificates, (iii) each of the Class II-2X-2, Class II-2X-3, Class
II-2X-4 and Class II-2X-5 immediately prior to any Distribution Date is equal to the Certificate
Principal Balance of the Class II-2A-1B Certificates, (iv) the Class II-3X-1 Certificates immediately
prior to any Distribution Date is equal to the aggregate Certificate Principal Balance of the Class
II-3A-1 Certificates and the Class II-3A-2 Certificates, (v) the Class II-BX-1 Certificates immediately
prior to any Distribution Date is equal to the Certificate Principal Balance of the Class II-B-1
Certificates and (vi) the Class B-IO Certificates immediately prior to any Distribution Date is equal to
the aggregate of the Uncertificated Principal Balances of the REMIC III Regular Interests.
Offered Certificates: The Group I Offered Certificates and the Group II Offered Certificates.
Offered Subordinate Certificates: The Group I Offered Subordinate Certificates and the Group
II Offered Subordinate Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President or a Vice President or Assistant Vice President or other authorized officer of
the Master Servicer, the Sellers, any Servicer or the Depositor, as applicable, and delivered to the
Trustee, as required by this Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period, the rate determined by the
Securities Administrator on the related LIBOR Determination Date on the basis of the rate for U.S.
dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time)
on such LIBOR Determination Date; provided that the parties hereto acknowledge that One-Month LIBOR for
the first Interest Accrual Period shall the rate determined by the Securities Administrator two Business
Days prior to the Closing Date. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered, such other service for
displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Securities
Administrator), One-Month LIBOR for the applicable Interest Accrual Period will be the Reference Bank
Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate
is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual
Period.
Opinion of Counsel: A written opinion of counsel who is or are acceptable to the Trustee and
who, unless required to be Independent (an "Opinion of Independent Counsel"), may be internal counsel
for the Company, the Master Servicer or the Depositor.
Optional Termination Date: With respect to (i) the Group I Mortgage Loans, the Distribution
Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans is less than 20% of
the Cut-off Date Balance as of the Closing Date and (ii) with respect to the Group II Mortgage Loans,
the Distribution Date on which the aggregate Stated Principal Balance of the Group II Mortgage Loans is
less than 10% of the Cut-off Date Balance as of the Closing Date.
Original Group II Subordinate Principal Balance: The sum of the aggregate Certificate
Principal Balances of each Class of Group II Subordinate Certificates as of the Closing Date.
Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
Property at the time of origination of a Mortgage Loan, except in instances where either clauses (i) or
(ii) is unavailable, the other may be used to determine the Original Value, or if both clauses (i) and
(ii) are unavailable, Original Value may be determined from other sources reasonably acceptable to the
Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan which, prior to such
Due Date, was not the subject of a Principal Prepayment in full, did not become a Liquidated Mortgage
Loan and was not purchased or replaced.
Outstanding Principal Balance: As of the time of any determination, the principal balance of a
Mortgage Loan remaining to be paid by the Mortgagor, or, in the case of an REO Property, the principal
balance of the related Mortgage Loan remaining to be paid by the Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect thereto to the extent applied
to principal.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of
(a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over
(b) the aggregate Certificate Principal Balance of the Group I Offered Certificates, the Class I-B-3
Certificates and the Class XP Certificates on such Distribution Date (after taking into account the
payment of principal other than any Extra Principal Distribution Amount on such Certificates).
Overcollateralization Release Amount: With respect to any Distribution Date is the lesser of
(x) the sum of the amounts described in clauses (1) through (5) in the definition of Principal Funds for
such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such
Distribution Date (assuming that 100% of such Principal Funds is applied as a principal payment on such
Distribution Date) over (ii) the Overcollateralization Target Amount for such Distribution Date (with
the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or
equal to the Overcollateralization Target Amount on that Distribution Date).
Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date, 0.70% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of
(i) the lesser of (1) 0.70% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as
of the Cut-off Date and (2) 1.40% of the then current aggregate Stated Principal Balance of the Group I
Mortgage Loans as of such Distribution Date and (ii) $2,879,210 and (c) on or after the Stepdown Date
and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Party Participating in the Servicing Function: Any Person performing any of the
responsibilities set forth in Exhibit K.
Pass-Through Rate: As to each Class of Certificates, the rate of interest determined as
provided with respect thereto in Section 5.01(c). Any monthly calculation of interest at a stated rate
shall be based upon annual interest at such rate divided by twelve.
Paying Agent: The Securities Administrator, or its successor in interest, or any successor
securities administrator appointed as herein provided.
Periodic Rate Cap: With respect to each Mortgage Loan, the maximum adjustment that can be made
to the Mortgage Interest Rate on each Interest Adjustment Date in accordance with its terms, regardless
of changes in the applicable Index.
Permitted Investments: Any one or more of the following obligations or securities held in the
name of the Trustee for the benefit of the Certificateholders:
(i) direct obligations of, and obligations the timely payment of which are fully
guaranteed by the United States of America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by
any depository institution or trust company incorporated under the laws of the United States of America
or any state thereof (including the Trustee, the Securities Administrator or the Master Servicer or its
Affiliates acting in its commercial banking capacity) and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial paper and/or the short-term debt
rating and/or the long-term unsecured debt obligations of such depository institution or trust company
at the time of such investment or contractual commitment providing for such investment have the
Applicable Credit Rating or better from each Rating Agency and (b) any other demand or time deposit or
certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause
(i) above or (b) any other security issued or guaranteed by an agency or instrumentality of the United
States of America, the obligations of which are backed by the full faith and credit of the United States
of America, in either case entered into with a depository institution or trust company (acting as
principal) described in clause (ii)(a) above where the Securities Administrator holds the security in
the name of the Trustee therefor;
(iv) securities bearing interest or sold at a discount issued by any corporation
(including the Trustee, the Securities Administrator or the Master Servicer or its Affiliates)
incorporated under the laws of the United States of America or any state thereof that have the
Applicable Credit Rating or better from each Rating Agency at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as part of the Trust to
exceed 10% of the aggregate Outstanding Principal Balances of all the Mortgage Loans and Permitted
Investments held as part of the Trust;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than one year after the
date of issuance thereof) having the Applicable Credit Rating or better from each Rating Agency at the
time of such investment;
(vi) a Reinvestment Agreement issued by any bank, insurance company or other
corporation or entity;
(vii) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency to
the Trustee and the Securities Administrator; and
(viii) interests in any money market fund (including any such fund managed or advised
by the Trustee, the Securities Administrator or the Master Servicer or any affiliate thereof) which at
the date of acquisition of the interests in such fund and throughout the time such interests are held in
such fund has the highest applicable short term rating by each Rating Agency rating such funds or such
lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency, as evidenced in writing; provided, however, that no instrument or
security shall be a Permitted Investment if such instrument or security evidences a right to receive
only interest payments with respect to the obligations underlying such instrument or if such security
provides for payment of both principal and interest with a yield to maturity in excess of 120% of the
yield to maturity at par or if such instrument or security is purchased at a price greater than par.
Permitted Transferee: Any Person other than a Disqualified Organization or an "electing large
partnership" (as defined by Section 775 of the Code).
Person: Any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization or government or any agency
or political subdivision thereof.
Physical Certificates: The Residual Certificates and the Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if any, due in
connection with a full or partial prepayment of such Mortgage Loan in accordance with the terms thereof
and described in the Mortgage Loan Schedule.
Prepayment Charge Loan: Any Group I Mortgage Loan for which a Prepayment Charge may be
assessed and to which such Prepayment Charge the Class XP Certificates are entitled, as indicated on the
Mortgage Loan Schedule.
Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Partial Principal Prepayment or a Principal Prepayment in full during the
related Prepayment Period (other than a Principal Prepayment in full resulting from the purchase of a
Group I Mortgage Loan pursuant to Section 2.02, 2.03, 3.21 or 10.01 hereof), the amount, if any, by
which (i) one month's interest at the applicable Net Rate on the Stated Principal Balance of such Group
I Mortgage Loan immediately prior to such prepayment or in the case of a Partial Principal Prepayment on
the amount of such prepayment exceeds (ii) the amount of interest paid or collected in connection with
such Principal Prepayment less the sum of (a) any Prepayment Charges and (b) the related Servicing Fee.
Prepayment Period: With respect to the Mortgage Loans for which EMC is the Servicer and with
respect to a Distribution Date and (i) Principal Prepayments in full, the period from the sixteenth day
of the calendar month preceding the calendar month in which such Distribution Date occurs through the
close of business on the fifteenth day of the calendar month in which such Distribution Date occurs, and
(ii) Liquidation Proceeds, Realized Losses, Subsequent Recoveries and Partial Prepayments, the prior
calendar month; and in the case of the Mortgage Loans for which EMC is not the Servicer, such period as
is provided in the related Servicing Agreement with respect to the related Mortgage Loans.
Primary Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy issued in
connection with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of
default by the obligor under such Mortgage Note or the related Security Instrument, if any or any
replacement policy therefor through the related Interest Accrual Period for such Class relating to a
Distribution Date.
Principal Distribution Amount: With respect to each Distribution Date, an amount equal to the
excess of (i) sum of (a) the Principal Funds for such Distribution Date and (b) any Extra Principal
Distribution Amount for such Distribution Date over (ii) any Overcollateralization Release Amount for
such Distribution Date.
Principal Funds: the sum, without duplication, of
1. the Scheduled Principal collected on the Group I Mortgage Loans during the related Due
Period or advanced on or before the related servicer advance date,
2. prepayments in respect of the Group I Mortgage Loans exclusive of any Prepayment
Charges, collected in the related Prepayment Period,
3. the Stated Principal Balance of each Group I Mortgage Loan that was repurchased by the
Depositor or the related Servicer during the related Due Period,
4. the amount, if any, by which the aggregate unpaid principal balance of any Substitute
Mortgage Loans is less than the aggregate unpaid principal balance of any deleted
mortgage loans delivered by the related Servicer in connection with a substitution of
a Group I Mortgage Loan during the related Due Period,
5. all Liquidation Proceeds collected during the related Prepayment Period (or in the
case of Subsequent Recoveries, during the related Prepayment Period) on the Group I
Mortgage Loans, to the extent such Liquidation Proceeds relate to principal, less all
related Nonrecoverable Advances relating to principal reimbursed during the related
Due Period, and
6. the principal portion of the purchase price of the assets of the Trust allocated to
Loan Group I upon the exercise by EMC or its designee of its optional termination
right with respect to the Group I Mortgage Loans, minus
7. any amounts payable to or required to be reimbursed to EMC, the Depositor, any
Servicer, the Master Servicer, any Custodian, the Trustee or the Securities
Administrator and allocated to Loan Group I, as provided in the Agreement.
Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on
a Mortgage Loan which is received in advance of its scheduled Due Date to the extent that it is not
accompanied by an amount as to interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment, including Insurance Proceeds and Repurchase
Proceeds, but excluding the principal portion of Net Liquidation Proceeds received at the time a
Mortgage Loan becomes a Liquidated Mortgage Loan.
Private Certificates: The Class I-B-3, Class B-IO, Class XP, Class II-B-4, Class II-B-5 and
Class II-B-6 Certificates.
Prospectus: The prospectus, dated October 23, 2006, as supplemented by the prospectus
supplement dated October 30, 2006 (as the same may be supplemented from time to time), relating to the
offering of the Offered Certificates.
Protected Account: An account established and maintained for the benefit of Certificateholders
by each Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to
the related Servicing Agreement.
QIB: A Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities
Act.
Qualified Insurer: Any insurance company duly qualified as such under the laws of the state or
states in which the related Mortgaged Property or Mortgaged Properties is or are located, duly
authorized and licensed in such state or states to transact the type of insurance business in which it
is engaged and approved as an insurer by the Master Servicer, so long as the claims paying ability of
which is acceptable to the Rating Agencies for pass-through certificates having the same rating as the
Certificates rated by the Rating Agencies as of the Closing Date.
Rating Agencies: Xxxxx'x, Fitch and S&P.
Realized Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the
Outstanding Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon
at the Mortgage Interest Rate through the last day of the month of such liquidation, less (y) the
related Net Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgaged Property
that are allocated to principal. In addition, to the extent the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that
Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate
Principal Balance of any Class of Certificates on any Distribution Date.
Realized Losses on the Group II Mortgage Loans shall be allocated to the REMIC I Regular
Interests as follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the
Sub-Loan Group II-1 Loans, if any, shall be allocated between REMIC I Regular Interests Y-1 and Z-1 pro
rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the
interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group II-2 Loans, if
any, shall be allocated between REMIC I Regular Interests Y-2 and Z-2 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof; (3) the interest portion of Realized
Losses and Net Interest Shortfalls on the Sub-Loan Group II-3 Loans, if any, shall be allocated between
REMIC I Regular Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but unpaid
thereon, in reduction thereof Any interest portion of such Realized Losses in excess of the amount
allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses
not attributable to any specific Mortgage Loan in such Group and allocated pursuant to the succeeding
sentences. The principal portion of Realized Losses with respect to the Group II Mortgage Loans shall
be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses
on the Sub-Loan Group II-1 Loans shall be allocated, first, to REMIC I Regular Interest Y-1 to the
extent of the REMIC I Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC I Regular Interest Z-1 in reduction of the Uncertificated
Principal Balance thereof; (2) the principal portion of Realized Losses on the Sub-Loan Group II-2 Loans
shall be allocated, first, to REMIC I Regular Interest Y-2 to the extent of the REMIC I Y-2 Principal
Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and,
second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to
REMIC I Regular Interest Z-2 in reduction of the Uncertificated Principal Balance thereof; (3) the
principal portion of Realized Losses on the Sub-Loan Group II-3 Loans shall be allocated, first, to
REMIC I Regular Interest Y-3 to the extent of the REMIC I Y-3 Principal Reduction Amount in reduction of
the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to REMIC I Regular Interest Z-3 in
reduction of the Uncertificated Principal Balance thereof. For any Distribution Date, reductions in the
Uncertificated Principal Balances of each REMIC I Y and Z Regular Interest pursuant to this definition
of Realized Loss shall be determined, and shall be deemed to occur, prior to any reductions of such
Uncertificated Principal Balances by distributions on such Distribution Date.
Record Date: For each Class of Group I Offered Certificates and the Class I-B-3 Certificates
and on any Distribution Date, the Business Day preceding the applicable Distribution Date so long as
such Class of Certificates remains in book-entry form; and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date. For each Class of
Group II Certificates, the close of business on the last Business Day of the month immediately preceding
the month of such Distribution Date.
Reference Bank: A leading bank selected by the Securities Administrator that is engaged in
transactions in Eurodollar deposits in the international Eurocurrency market.
Reference Bank Rate: With respect to any Interest Accrual Period, the arithmetic mean, rounded
upwards, if necessary, to the nearest whole multiple of 0.03125%, of the offered rates for United States
dollar deposits for one month that are quoted by the Reference Banks as of 11:00 a.m., New York City
time, on the related interest determination date to prime banks in the London interbank market for a
period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of all
Classes of Group I Offered Certificates and the Class I-B-3 Certificates for such Interest Accrual
Period, provided that at least two such Reference Banks provide such rate. If fewer than two offered
rates appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards, if necessary, to the
nearest whole multiple of 0.03125%, of the rates quoted by one or more major banks in New York City,
selected by the Securities Administrator, as of 11:00 a.m., New York City time, on such date for loans
in U.S. dollars to leading European banks for a period of one month in amounts approximately equal to
the aggregate Certificate Principal Balance of all Classes of Group I Offered Certificates and the Class
I-B-3 Certificates.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Reinvestment Agreements: One or more reinvestment agreements, acceptable to the Rating
Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).
Related Certificates: (A) For each REMIC II Regular Interest (other than REMIC II
Regular Interests LT1, LT2, LT3 and LT4), the Class or Classes of Certificates shown opposite the name
of such REMIC II Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC II Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
II-1A II-1A-1; II-1A-2; II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A II-2A-1A; II-2A-2; II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1B II-2A-1B; II-2X-2; II-2X-3; II-2X-4; II-2X-5
------------------------------------------------------------ ---------------------------------------------------------
II-3A II-3A-1; II-3A-2; II-3X-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
(C) For each REMIC IV Regular Interest, the Class or Classes of Certificates shown opposite
the name of such REMIC IV Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC IV Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
I-A-1 I-A-1
------------------------------------------------------------ ---------------------------------------------------------
I-A-2 I-A-2
------------------------------------------------------------ ---------------------------------------------------------
I-M-1 I-M-1
------------------------------------------------------------ ---------------------------------------------------------
I-M-2 I-M-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-1 I-B-1
------------------------------------------------------------ ---------------------------------------------------------
I-B-2 I-B-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-3 I-B-3
------------------------------------------------------------ ---------------------------------------------------------
B-IO-I and B-IO-P B-IO
------------------------------------------------------------ ---------------------------------------------------------
XP XP
------------------------------------------------------------ ---------------------------------------------------------
II-1A-1 II-1A-1
------------------------------------------------------------ ---------------------------------------------------------
II-1A-2 II-1A-2
------------------------------------------------------------ ---------------------------------------------------------
II-1X-1 II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1A II-2A-1A
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1B II-2A-1B
------------------------------------------------------------ ---------------------------------------------------------
II-2A-2 II-2A-2
------------------------------------------------------------ ---------------------------------------------------------
II-2X-1 II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2X-2 II-2X-2
------------------------------------------------------------ ---------------------------------------------------------
II-2X-3 II-2X-3
------------------------------------------------------------ ---------------------------------------------------------
II-2X-4 II-2X-4
------------------------------------------------------------ ---------------------------------------------------------
II-2X-5 II-2X-5
------------------------------------------------------------ ---------------------------------------------------------
II-3A-1 II-3A-1
------------------------------------------------------------ ---------------------------------------------------------
II-3A-2 II-3A-2
------------------------------------------------------------ ---------------------------------------------------------
II-3X-1 II-3X-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-BX-1 II-BX-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
(C) For the REMIC V Regular Interest, the Class B-IO Certificates.
Relief Act: The Servicemembers Civil Relief Act, as amended, or similar state law.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Scheduled Payment thereof has been
reduced due to the application of the Relief Act.
Remaining Excess Spread: With respect to any Distribution Date, the Excess Spread remaining
after the distribution of the Extra Principal Distribution Amount for such Distribution Date.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the
Code.
REMIC Administrator: The Securities Administrator; provided that if the REMIC Administrator is
found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC
Administrator under this Agreement the Servicer or Trustee, in its capacity as successor Master Servicer
shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Interest: Any of the REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V Interests.
REMIC Opinion: An Opinion of Independent Counsel, to the effect that the proposed action
described therein would not, under the REMIC Provisions, (i) cause any 2006-7 REMIC to fail to qualify
as a REMIC while any regular interest in such 2006-7 REMIC is outstanding, (ii) result in a tax on
prohibited transactions with respect to any 2006-7 REMIC or (iii) constitute a taxable contribution to
any 2006-7 REMIC after the Startup Day.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V
Regular Interests.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of:
(a) the Group II Mortgage Loans and the related Mortgage Files and collateral securing
such Group II Mortgage Loans,
(b) all payments on and collections in respect of the Group II Mortgage Loans due after
the Cut-off Date as shall be on deposit in the Distribution Account and identified as belonging to the
Trust Fund,
(c) property that secured a Group II Mortgage Loan and that has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any,
relating to the Group II Mortgage Loans, and
(e) all proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For each of the Sub-Loan Groups for any Distribution
Date, the Available Funds for such Sub-Loan Group, or, if the context so requires the aggregate of the
Available Funds for all Sub-Loan Groups.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution
Amount shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests and to
Holders of the Class R Certificates in respect of Component I thereof in the following amounts and
priority:
(a) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group
II-1:
(i) first, to REMIC I Regular Interests Y-1 and Z-1, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-1 and Z-1, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-1 and Z-1, the REMIC I Y-1 Principal
Distribution Amount and the REMIC I Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-2:
(i) first, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-2 and Z-2, the REMIC I Y-2 Principal
Distribution Amount and the REMIC I Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group
II-3:
(i) first, to REMIC I Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-3 and Z-3, the REMIC I Y-3 Principal
Distribution Amount and the REMIC I Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC I Available Distribution Amount for such Distribution Date
remaining after payment of the amounts pursuant to paragraphs (a) through (c) of this definition of
"REMIC I Distribution Amount":
(i) first, to each REMIC I Y and Z Regular Interest, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such
Class; provided, however, that any amounts distributed pursuant to this paragraph (d)(i) of
this definition of "REMIC I Distribution Amount" shall not cause a reduction in the
Uncertificated Principal Balances of any of the REMIC I Y and Z Regular Interests; and
(ii) second, to Component I of the Class R Certificates, any remaining amounts.
REMIC I Interests: The REMIC I Regular Interests and Component I of the Class R Certificates.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC I set forth in Section 5.01(c)(i) and issued hereunder and designated as a "regular interest"
in REMIC I. Each REMIC I Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC I Interest in Section 5.01(c)(i), and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(i). The designations for the
respective REMIC I Regular Interests are set forth in Section 5.01(c)(i).
REMIC I Y Principal Reduction Amounts: For any Distribution Date the amounts by which the
Uncertificated Principal Balances of REMIC I Regular Interests Y-1, Y-2 and Y-3, respectively, will be
reduced on such Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as described in Appendix 2.
REMIC I Y Regular Interests: REMIC I Regular Interests Y-1, Y-2 and Y-3.
REMIC I Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-1 on such Distribution Date.
REMIC I Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-2 on such Distribution Date.
REMIC I Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-3 on such Distribution Date.
REMIC I Regular Interest Y-3: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Z Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the REMIC I Available Distribution Amount
for the related Group (i.e. the "related Group" for REMIC I Regular Interest Z-1 is the Sub-Loan Group
II-1 Loans, the "related Group" for REMIC I Regular Interest Z-2 is the Sub-Loan Group II-2 Loans and
the "related Group" for REMIC I Regular Interest Z-3 is the Sub-Loan Group II-3 Loans ) over the sum of
the amounts thereof distributable (i) in respect of interest on such REMIC I Z Regular Interest and the
related REMIC I Y Regular Interest and (ii) to such REMIC I Z Regular Interest and the related REMIC I Y
Regular Interest pursuant to clause (d)(i) of the definition of "REMIC I Distribution Amount" and (y)
the amount of Realized Losses allocable to principal for the related Group over (B) the REMIC I Y
Principal Reduction Amount for the related Group.
REMIC I Z Regular Interests: REMIC I Regular Interests Z-1, Z-2 and Z-3.
REMIC I Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-1 on such Distribution Date.
REMIC I Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-2 on such Distribution Date.
REMIC I Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-3 on such Distribution Date.
REMIC I Regular Interest Z-3: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC II: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC I Regular Interests and any proceeds thereof.
REMIC II Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC I Regular Interests pursuant to Section 6.10.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution
Amount shall be deemed distributed by REMIC II to REMIC IV on account of the REMIC II Regular Interests
and to the Class R Certificates in respect of Component II thereof, as follows:
(a) to each REMIC II Regular Interest (other than REMIC II Regular Interests LT1, LT2, LT3 and
LT4) in respect of Uncertificated Interest thereon and the Uncertificated Principal Balance thereof, the
amount distributed in respect of interest and principal on the Related Class or Classes of Certificates
(with such amounts having the same character as interest or principal with respect to the REMIC II
Regular Interest as they have with respect to the Related Certificate or Certificates);
(b) to REMIC II Regular Interests LT1, LT2, LT3 and LT4, allocated as follows:
(1) to REMIC II Regular Interests LT1, LT2, LT3 and LT4, pro rata, in an amount equal to
(A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
(2) (A)
to REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular Interest LT4, their
respective Principal Distribution Amounts;
(B)
to REMIC II Regular Interest LT1 any remainder until the Uncertificated Principal Balance thereof is
reduced to zero; and
(C) any remainder to REMIC II Regular
Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular Interest LT4, pro rata according to
their respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant
to (A) above, until their respective Uncertificated Principal Balances are reduced to zero; and
(c) any remaining amount of the REMIC II Available Distribution Amount shall be distributed to
the holders of the Class R Certificates in respect of Component II thereof.
REMIC II Interests: The REMIC II Regular Interests and Component II of the Class R
Certificates.
REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the
principal balances of REMIC II Regular Interests LT1, LT2, LT3 and LT4, respectively, will be reduced on
such Distribution Date by the allocation of Realized Losses and the distribution of principal,
determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth
below:
Y1 = the principal balance of the REMIC II Regular Interest LT1 after distributions on the
prior Distribution Date.
Y2 = the principal balance of the REMIC II Regular Interest LT2 after distributions on the
prior Distribution Date.
Y3 = the principal balance of the REMIC II Regular Interest LT3 after distributions on the
prior Distribution Date.
Y4 = the principal balance of the REMIC II Regular Interest LT4 after distributions on the
prior Distribution Date (note: Y3 = Y4).
ΔY1 = the REMIC II Regular Interest LT1 Principal Reduction Amount.
ΔY2 = the REMIC II Regular Interest LT2 Principal Reduction Amount.
ΔY3 = the REMIC II Regular Interest LT3 Principal Reduction Amount.
ΔY4 = the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of REMIC II Regular Interests LT1, LT2, LT3 and LT4
after distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of REMIC II Regular Interests LT1, LT2, LT3 and LT4
after distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΔP =P0 - P1 = the aggregate of the Class LT1, LT2, LT3 and LT4 Principal Reduction Amounts,
which
=the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Class II-B-1 Certificates on such Distribution Date.
R0 =the weighted average of the interest rates on REMIC I Regular Interests Y-1, Y-2 and Y-3
(stated as a monthly rate) applicable for distributions to be made on such Distribution Date after
giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date.
R1 =the weighted average of the interest rates on REMIC I Regular Interests Y-1, Y-2 and Y-3
(stated as a monthly rate) applicable for distributions to be made on the next succeeding Distribution
Date after giving effect to amounts to be distributed and Realized Losses to be allocated on such
Distribution Date.
α =(Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first Distribution
Date shall be 0.0001.
γ0 =the product of (i) the interest rate for the Class II-B-1 Certificates applicable for
distributions to be made on such Distribution Date (stated as a monthly rate) and (ii) the aggregate
Certificate Principal Balance for the Class II-B-1 Certificates after distributions and the allocation
of Realized Losses on the prior Distribution Date.
γ1 =the product of (i) the interest rate for the Class II-B-1 Certificates applicable for
distributions to be made on the next succeeding Distribution Date (stated as a monthly rate) and (ii)
the aggregate Certificate Principal Balance for the Class II-B-1 Certificates after distributions and
the allocation of Realized Losses on the such Distribution Date.
Then, based on the foregoing definitions:
ΔY1 =ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 =(α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 =αΔP - ΔY2; and
ΔY4 =ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1)If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{ γ0R1P1 - γ1R0P0}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC II set forth in Section 5.01(c)(ii) and issued hereunder and designated as a "regular interest"
in REMIC II. Each REMIC II Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC II Interest in Section 5.01(c)(ii), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(ii). The designations for the
respective REMIC II Regular Interests are set forth in Section 5.01(c)(ii).
REMIC II Regular Interest LT1: A regular interest in REMIC II that is held as an asset of REMIC
IV, that has an initial principal balance equal to the related Uncertificated Principal Balance, that
bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT1 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC II Regular Interest LT1 on such Distribution Date.
REMIC II Regular Interest LT2: A regular interest in REMIC II that is held as an asset of REMIC
IV, that has an initial principal balance equal to the related Uncertificated Principal Balance, that
bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT2 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC II Regular Interest LT2 on such Distribution Date.
REMIC II Regular Interest LT3: A regular interest in REMIC II that is held as an asset of REMIC
IV, that has an initial principal balance equal to the related Uncertificated Principal Balance, that
bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT3 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC II Regular Interest LT3 on such Distribution Date.
REMIC II Regular Interest LT4: A regular interest in REMIC II that is held as an asset of REMIC
IV, that has an initial principal balance equal to the related Uncertificated Principal Balance, that
bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT4 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC II Regular Interest LT4 on such Distribution Date.
REMIC II-LT Realized Losses: For any Distribution Date, Realized Losses on the Group II
Mortgage Loans for the related Due Period allocated to the Class II-B-1 and Class II-BX-1
Certificates shall be allocated among REMIC II Regular Interests LT1, LT2, LT3 and LT4, as follows: (i)
the interest portion of such Realized Losses, if any, shall be allocated pro rata to accrued interest
on such REMIC II Regular Interests to the extent of such accrued interest, and (ii) any remaining
interest portions of such Realized Losses and any principal portions of such Realized Losses shall be
treated as principal portions of such Realized Losses and allocated (i) to REMIC II Regular Interest
LT2, REMIC II Regular Interest LT3 and REMIC II Regular Interest LT4, pro rata according to their
respective Principal Reduction Amounts, provided that such allocation to each of the REMIC II Regular
Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular Interest LT4 shall not exceed their
respective Principal Reduction Amounts for such Distribution Date, and (ii) any such Realized Losses not
allocated to any of REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 or REMIC II Regular
Interest LT4 pursuant to the proviso of clause (i) above shall be allocated to REMIC II Regular Interest
LT1.
REMIC III: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of: (a) the Group I Mortgage Loans and the related Mortgage Files
and collateral securing such Group I Mortgage Loans, (b) all payments on and collections in respect of
the Group I Mortgage Loans due after the Cut off Date as shall be on deposit in the Distribution Account
and identified as belonging to the Trust Fund, (c) property that secured a Group I Mortgage Loan and
that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure, (d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any, related
to the Group I Mortgage Loans and (e) all proceeds of clauses (a) through (d) above.
REMIC III Available Distribution Amount: For any Distribution Date, the Available Funds for
Loan Group I.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution
Amount shall be distributed by REMIC III to REMIC IV on account of the REMIC III Regular Interests and
to the Class R Certificates in respect of Component III thereof, in the following order of priority:
1. to REMIC IV as the holder of the REMIC III Regular Interests, pro rata, in an amount
equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates; and
2. to REMIC IV as the holder of the REMIC III Regular Interests, in an amount equal to
the remainder of the REMIC III Available Distribution Amount after the distributions made pursuant to
clause (1) above, allocated as follows:
(A) in respect of REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC
III Regular Interest LT4, their respective Principal Distribution Amounts;
(B) in respect of REMIC III Regular Interest LT1 any remainder until the Uncertificated
Principal Balance thereof is reduced to zero; and
(C) any remainder in respect of REMIC III Regular Interest LT2, REMIC III Regular Interest
LT3 and REMIC III Regular Interest LT4, pro rata according to their respective Uncertificated Principal
Balances as reduced by the distributions deemed made pursuant to (i) above, until their respective
Uncertificated Principal Balances are reduced to zero; and
3. any remaining amounts to the Holders of the Class R Certificates in respect of
Component III thereof.
REMIC III Interests: The REMIC III Regular Interests and Component III of the Class R
Certificates.
REMIC III Principal Reduction Amounts: For any Distribution Date, the amounts by which the
principal balances of the REMIC III Regular Interests LT1, LT2, LT3 and LT4, respectively, will be
reduced on such Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth
below:
Y1 = the principal balance of the REMIC III Regular Interest LT1 after distributions on the
prior Distribution Date.
Y2 = the principal balance of the REMIC III Regular Interest LT2 after distributions on the
prior Distribution Date.
Y3 = the principal balance of the REMIC III Regular Interest LT3 after distributions on the
prior Distribution Date.
Y4 = the principal balance of the REMIC III Regular Interest LT4 after distributions on the
prior Distribution Date (note: Y3 = Y4).
ΔY1 = the REMIC III Regular Interest LT1 Principal Reduction Amount.
ΔY2 = the REMIC III Regular Interest LT2 Principal Reduction Amount.
ΔY3 = the REMIC III Regular Interest LT3 Principal Reduction Amount.
ΔY4 = the REMIC III Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΔP = P0 - P1 = the aggregate of the REMIC III Regular Interests LT1, LT2, LT3 and LT4
Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Group I Certificates on such Distribution Date (including
distributions of accrued and unpaid interest on the Class SB-I Certificates for prior Distribution
Dates).
R0 = the Net Rate Cap (stated as a monthly rate) after giving effect to amounts distributed
and Realized Losses allocated on the prior Distribution Date.
R1 = the Net Rate Cap (stated as a monthly rate) after giving effect to amounts to be
distributed and Realized Losses to be allocated on such Distribution Date.
α = (Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first
Distribution Date shall be 0.0001.
γ0 = the lesser of (A) the sum for all Classes of Group I Certificates, other than the
Class B-IO Certificates, of the product for each Class of (i) the monthly interest rate (as limited by
the Net Rate Cap, if applicable) for such Class applicable for distributions to be made on such
Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses on the prior Distribution Date and (B) R0*P0.
γ1 = the lesser of (A) the sum for all Classes of Group I Certificates, other than the
Class B-IO Certificates, of the product for each Class of (i) the monthly interest rate (as limited by
the Net Rate Cap, if applicable) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 = (α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 = αΔP - ΔY2; and
ΔY4 = ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1)If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ0R1P1 - γ1R0P0}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
REMIC III Realized Losses: For any Distribution Date, Realized Losses on the Group I Mortgage
Loans for the related Due Period shall be allocated, as follows: (i) the interest portion of Realized
Losses, if any, shall be allocated pro rata to accrued interest on the REMIC III Regular Interests to
the extent of such accrued interest, and (ii) any remaining interest portions of Realized Losses and any
principal portions of Realized Losses shall be treated as principal portions of Realized Losses and
allocated (i) to the REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC III
Regular Interest LT4, pro rata according to their respective Principal Reduction Amounts, provided that
such allocation to each of the REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC
III Regular Interest LT4 shall not exceed their respective Principal Reduction Amounts for such
Distribution Date, and (ii) any Realized Losses not allocated to any of REMIC III Regular Interest LT2,
REMIC III Regular Interest LT3 or REMIC III Regular Interest LT4 pursuant to the proviso of clause (i)
above shall be allocated to the REMIC III Regular Interest LT1.
REMIC III Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC III set forth in Section 5.01(c)(iii) and issued hereunder and designated as a "regular
interest" in REMIC III. Each REMIC III Regular Interest shall accrue interest at the Uncertificated
Pass-Through Rate specified for such REMIC III Interest in Section 5.01(c)(iii), and shall be entitled
to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal
to its initial Uncertificated Principal Balance as set forth in Section 5.01(c)(iii). The designations
for the respective REMIC III Regular Interests are set forth in Section 5.01(c)(iii).
REMIC III Regular Interest LT1: A regular interest in REMIC III that is held as an asset of
REMIC IV, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT1 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT1 on such Distribution Date.
REMIC III Regular Interest LT2: A regular interest in REMIC III that is held as an asset of
REMIC IV, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT2 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT2 on such Distribution Date.
REMIC III Regular Interest LT3: A regular interest in REMIC III that is held as an asset of
REMIC IV, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT3 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT3 on such Distribution Date.
REMIC III Regular Interest LT4: A regular interest in REMIC III that is held as an asset of
REMIC IV, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT4 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT4 on such Distribution Date.
REMIC IV: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC II Regular Interests and REMIC III Regular Interests and any proceeds thereof.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC II Regular Interests and REMIC III Regular Interests pursuant to
Section 6.10.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution
Amount shall be deemed distributed by REMIC IV to the holders of the Certificates (other than the Class
B-IO Certificates) on account of the REMIC IV Regular Interests (other than REMIC IV Regular Interests
B-IO-I and B-IO-P), to REMIC V on account of REMIC IV Regular Interests B-IO-I and B-IO-P and to the
Class R Certificates in respect of Component IV thereof, as follows: to each REMIC IV Regular Interest
in respect of Uncertificated Interest thereon and the Uncertificated Principal Balance thereof, the
amount distributed in respect of interest and principal on the Related Class or Classes of Certificates
(with such amounts having the same character as interest or principal with respect to the REMIC IV
Regular Interest as they have with respect to the Related Certificate or Certificates) with the
following exceptions: (1) No amount paid to any Certificate in respect of any Basis Risk Shortfall
Amount or Basis Risk Shortfall Carryforward Amount shall be included in the amount paid in respect of a
related REMIC IV Regular Interest and (2) amounts paid in respect of Basis Risk Shortfall Amounts and
Basis Risk Shortfall Carryforward Amounts to the extent not derived from any Cap Contract Payment Amount
shall be deemed paid with respect to REMIC IV Regular Interest B-IO-I in respect of accrued and unpaid
interest thereon. Any remaining amount of the REMIC IV Available Distribution Amount shall be
distributed to the holders of the Class R Certificates in respect of Component IV thereof.
REMIC IV Interests: The REMIC IV Regular Interests and Component IV of the Class R
Certificates.
REMIC IV Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC IV set forth in Section 5.01(c)(iv) and issued hereunder and designated as a "regular interest"
in REMIC IV. Each REMIC IV Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC IV Interest in Section 5.01(c)(iv), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(iv). The designations for the
respective REMIC IV Regular Interests are set forth in Section 5.01(c)(iv).
REMIC V: That group of assets contained in the Trust Fund designated as a REMIC consisting of
REMIC IV Regular Interests B-IO-I and B-IO-P and any proceeds thereof.
REMIC V Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to REMIC IV Regular Interests B-IO-I and B-IO-P pursuant to Section 6.10.
REMIC V Distribution Amount: For any Distribution Date, the REMIC V Available Distribution
Amount shall be deemed distributed by REMIC V to the holders of the Class B-IO Certificates on account
of the REMIC V Regular Interest.
REMIC V Interests: The REMIC V Regular Interest and the Class R-X Certificates.
REMIC V Regular Interest: The separate non-certificated beneficial ownership interest in REMIC
V set forth in Section 5.01(c)(v) and issued hereunder and designated as a "regular interest" in REMIC
V. The REMIC V Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified
for such REMIC V Interest in Section 5.01(c)(v). The designation for the REMIC V Regular Interest is
set forth in Section 5.01(c)(v).
REO Property: A Mortgaged Property acquired in the name of the Trustee, for the benefit of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Event: As defined in Section 3.18(a)(ii).
Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect
thereto) required to be repurchased by the Sponsor (on its own behalf as a Seller and on behalf of
Master Funding) pursuant to the Mortgage Loan Purchase Agreement or Article II of this Agreement, an
amount equal to the excess of (i) the sum of (a) 100% of the Outstanding Principal Balance of such
Mortgage Loan as of the date of repurchase (or if the related Mortgaged Property was acquired with
respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), (b) accrued
but unpaid interest on the Outstanding Principal Balance at the related Mortgage Interest Rate, through
and including the last day of the month of repurchase and (c) any costs and damages (if any) incurred by
the Trust in connection with any violation of such Mortgage Loan of any predatory or abusive lending
laws over (ii) any portion of the Master Servicing Compensation, Servicing Fee, Monthly Advances and
advances payable to the purchaser of the Mortgage Loan (if any).
Repurchase Proceeds: The Repurchase Price in connection with any repurchase of a Mortgage Loan
by the Sponsor (on its own behalf as a Seller and on behalf of Master Funding) and any cash deposit in
connection with the substitution of a Mortgage Loan, in each case in accordance with the Mortgage Loan
Purchase Agreement.
Request for Release: A request for release in the form attached hereto as Exhibit D.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is
required to be maintained from time to time under this Agreement with respect to such Mortgage Loan.
Reserve Fund: The separate trust account created and maintained by the Securities
Administrator pursuant to Section 4.06 hereof.
Residual Certificate: Any of the Class R Certificates, consisting of five
components—Component I, Component II, Component III and Component IV—respectively representing ownership
of the sole class of residual interest in each of REMIC I, REMIC II, REMIC III and REMIC IV, and the
Class R-X Certificates representing ownership of the sole class of residual interest in REMIC V.
Responsible Officer: Any officer assigned to the Corporate Trust Office of the Trustee or the
Securities Administrator, as the case may be (or any successor thereto), including any Vice President,
Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer
of the Trustee or the Securities Administrator, as the case may be, customarily performing functions
similar to those performed by any of the above designated officers and having direct responsibility for
the administration of this Agreement, and any other officer of the Trustee or the Securities
Administrator, as the case may be, to whom a matter arising hereunder may be referred because of such
officer's knowledge of and familiarity with the particular subject.
Rule 144A Certificate: The certificate to be furnished by each purchaser of a Private
Certificate (which is also a Physical Certificate) which is a Qualified Institutional Buyer as defined
under Rule 144A promulgated under the Securities Act, substantially in the form set forth as Exhibit F-2
hereto.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., and its successors in
interest.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretation thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.18(a)(iii).
Scheduled Payment: With respect to any Mortgage Loan and any Due Period, the scheduled payment
or payments of principal and interest due during such Due Period on such Mortgage Loan which either is
payable by a Mortgagor in such Due Period under the related Mortgage Note or, in the case of REO
Property, would otherwise have been payable under the related Mortgage Note.
Scheduled Principal: The principal portion of any Scheduled Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Xxxxx Fargo Bank, National Association, in its capacity as paying
agent or securities administrator (as applicable) hereunder, or its successor in interest, or any
successor securities administrator or paying agent appointed as herein provided.
Securities Administrator Information: As defined in Section 3.18(c).
Securities Legend: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING
THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN
THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE
MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE
SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND
THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO
THOSE UNDERTAKEN IN THE AGREEMENT.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property
securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure
debt or security deed, including any riders or addenda thereto.
Seller: EMC or Master Funding, in each case, in its capacity as seller of the Mortgage Loans to
the Depositor.
Senior Certificates: The Group I Senior Certificates and Group II Senior Certificates.
Senior Interest Only Certificates: Each of the Class II-1X-1, Class II-2X-1, Class II-2X-2,
Class II-2X-3, Class II-2X-4 and Class II-2X-5 Certificates.
Servicer Remittance Date: With respect to each Mortgage Loan and the applicable Servicer, the
date set forth in the related Servicing Agreement.
Servicers: Each of Countrywide, EMC, Everhome, First Horizon, Homebanc, HSBC, Mid America and
Xxxxx Fargo and their respective permitted successors and assigns.
Servicing Agreement: Each of the Countrywide Servicing Agreement, EMC Servicing Agreement,
Everhome Servicing Agreement, First Horizon Servicing Agreement, Homebanc Servicing Agreement, HSBC
Servicing Agreement, Mid America Servicing Agreement and Xxxxx Fargo Servicing Agreement, in each case
as modified by the related Assignment Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an amount equal to the product
of (i) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the prior calendar month
and (ii) the related Servicing Fee Rate.
Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as set forth in the Mortgage
Loan Schedule.
Servicing Officer: The President or a Vice President or Assistant Vice President or other
authorized officer of the Master Servicer having direct responsibility for the administration of this
Agreement, and any other authorized officer of the Master Servicer to whom a matter arising hereunder
may be referred.
Special Hazard Loss: A Realized Loss attributable to damage or a direct physical loss suffered
by a mortgaged property (including any Realized Loss due to the presence or suspected presence of
hazardous wastes or substances on a mortgaged property) other than any such damage or loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect of such mortgaged
property under the Agreement or any loss due to normal wear and tear or certain other causes.
Sponsor: EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement.
Startup Day: October 31, 2006.
Stated Principal Balance: With respect to any Group I Mortgage Loan or related REO Property and
any Distribution Date, the Outstanding Principal Balance thereof as of the Cut-off Date minus the sum of
(i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each
Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their
payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during
the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the related
Servicer as recoveries of principal in accordance with this Agreement or the applicable Servicing
Agreement with respect to such Mortgage Loan, that were received by the related Servicer as of the close
of business on the last day of the calendar month immediately preceding such Distribution Date and (iii)
any Realized Losses on such Mortgage Loan incurred during the related Prepayment Period. The Stated
Principal Balance of a Liquidated Mortgage Loan equals zero. References herein to the Stated Principal
Balance of a Loan Group or Sub-Loan Group at any time shall mean the aggregate Stated Principal Balance
of all Mortgage Loans in such Loan Group or Sub-Loan Group.
With respect to any Group II Mortgage Loan on any Distribution Date, (i) the unpaid principal
balance of such Mortgage Loan as of the close of business on the related Due Date (taking account of the
principal payment to be made on such Due Date and irrespective of any delinquency in its payment), as
specified in the amortization schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace period) and less
(ii) any Principal Prepayments (including the principal portion of Net Liquidation Proceeds) received
during or prior to the related Prepayment Period and (iii) any Realized Losses on such Mortgage Loan
incurred during the prior calendar month. The Stated Principal Balance of a Liquidated Mortgage Loan
equals zero.
Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class I-A Certificates has been reduced to zero and (ii) the later
to occur of (a) the Distribution Date in October 2009 and (b) the first Distribution Date on which the
sum of the aggregate Certificate Principal Balance of the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2, and Class I-B-3 Certificates and the Overcollateralization Amount divided by the Stated Principal
Balance of the Mortgage Loans for such Distribution Date is greater than or equal to 14.90%.
Sub-Loan Group: Any of Sub-Loan Group II-1, Sub-Loan Group II-2 or Sub-Loan Group II-3, as
applicable.
Sub-Loan Group II-1: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-1 on the Mortgage Loan Schedule.
Sub-Loan Group II-1 Certificates: The Class II-1A-1, Class II-1A-2 and Class II-1X-1
Certificates.
Sub-Loan Group II-2: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-2 on the Mortgage Loan Schedule.
Sub-Loan Group II-2 Certificates: The Class II-2A-1A, Class II-2A-1B, Class II-2A-2, Class
II-2X-1, Class II-2X-2, Class II-2X-3, Class II-2X-4 and Class II-2X-5 Certificates.
Sub-Loan Group II-3: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-3 on the Mortgage Loan Schedule.
Sub-Loan Group II-3 Certificates: The Class II-3A-1, Class II-3A-2 and Class II-3X-1
Certificates.
Subordinate Certificate Writedown Amount: With respect to the Group II Subordinate
Certificates and as to any Distribution Date, the amount by which (i) the sum of the Certificate
Principal Balances of the Group II Certificates (after giving effect to the distribution of principal and
the allocation of applicable Realized Losses in reduction of the Certificate Principal Balances of the
Group II Certificates on such Distribution Date) exceeds (y) the aggregate Stated Principal Balances of
the Group II Mortgage Loans on the Due Date related to such Distribution Date.
Subordinate Certificates: The Group I Subordinate Certificates and the Group II Subordinate
Certificates.
Subsequent Recoveries: As of any Distribution Date, amounts received during the related
Prepayment Period by the Master Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 4.05) or surplus amounts held by the Master Servicer to cover estimated expenses
(including, but not limited to, recoveries in respect of the representations and warranties made by the
Sponsor or Master Funding pursuant to the Mortgage Loan Purchase Agreement) specifically related to a
Liquidated Mortgage Loan or the disposition of an REO Property prior to the related Prepayment Period
that resulted in a Realized Loss, after liquidation or disposition of such Mortgage Loan.
Substitute Mortgage Loan: A mortgage loan tendered to the Trustee pursuant to the related
Servicing Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, in each case, (i) which has an Outstanding Principal Balance not greater nor materially less
than the Mortgage Loan for which it is to be substituted; (ii) which has a Mortgage Interest Rate and
Net Rate not less than, and not materially greater than, such Mortgage Loan; (iii) which has a maturity
date not materially earlier or later than such Mortgage Loan and not later than the latest maturity date
of any Mortgage Loan; (iv) which is of the same property type and occupancy type as such Mortgage Loan;
(v) which has a Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage Loan;
(vi) which is current in payment of principal and interest as of the date of substitution; (vii) as to
which the payment terms do not vary in any material respect from the payment terms of the Mortgage Loan
for which it is to be substituted and (viii) which has a Gross Margin, Periodic Rate Cap and Maximum
Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same Index and interval between
Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that
of such Mortgage Loan.
Substitution Adjustment Amount: The amount, if any, required to be paid by the Mortgage Loan
Seller to the Securities Administrator for deposit in the Distribution Account pursuant to Section 2.04
in connection with the substitution of a Mortgage Loan.
Tax Administration and Tax Matters Person: The Securities Administrator and any successor
thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the Tax Matters
Person. The Holder of the largest percentage interest of each Class of Residual Certificates shall be
the Tax Matters Person for the related 2006-7 REMIC, as more particularly set forth in Section 9.12
hereof.
Termination Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in
connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.
Trigger Event: With respect to any Distribution Date, an event that exists if (i) the
percentage obtained by dividing (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans
that are 60 or more days Delinquent (including for this purpose any such Mortgage Loans in bankruptcy or
foreclosure and the Group I Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust) by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans in
the mortgage pool, in each case, as of the close of business on the last day of the prior calendar
month, exceeds 40% of the Current Specified Enhancement Percentage or (ii) the aggregate amount of
Realized Losses on the Group I Mortgage Loans since the Cut-off Date as a percentage of the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date exceeds the applicable
percentage set forth below:
Months Percentage
37 - 48 0.25%
49 - 60 0.60%
61 - 72 1.05%
73-84 1.45%
84+ 1.75%
Trust Fund or Trust: The corpus of the trust created by this Agreement, consisting of the
Mortgage Loans and the other assets described in Section 2.01(a).
Trustee: Citibank, N.A., or its successor in interest, or any successor trustee appointed as
herein provided.
2006-7 REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V.
Uncertificated Interest: With respect to each REMIC Regular Interest on each Distribution Date,
an amount equal to one month's interest at the related Uncertificated Pass-Through Rate on the
Uncertificated Principal Balance of such REMIC Regular Interest. In each case, for purposes of the
distributions, Uncertificated Interest will be reduced by the interest portion of any Realized Losses
and Net Interest Shortfalls allocated, with respect to the REMIC I Regular Interests, to such REMIC
Regular Interests pursuant to the definition of Realized Losses, with respect to REMIC II Regular
Interests LT1, LT2, LT3 and LT4, to such REMIC Regular Interests pursuant to the definition of REMIC
II-LT Realized Losses, with respect to the REMIC III Regular Interests, to such REMIC Regular Interests
pursuant to the definition of REMIC III Realized Losses and, with respect to the REMIC II Regular
Interests (other than REMIC II Regular Interests LT1, LT2, LT3 and LT4), REMIC IV Regular Interests and
REMIC V Regular Interest, to the Related Classes of Certificates.
Uncertificated Pass-Through Rate: With respect to any Distribution Date and REMIC Interest, the
pass-through rate of each such REMIC Interest set forth in Section 5.01(c).
Uncertificated Principal Balance: The amount of any REMIC Regular Interest outstanding as of
any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall equal the amount set forth in Section 5.01(c)(i) as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall be reduced by the sum of (i) the principal portion of Realized Losses allocated
to the REMIC I Regular Interests in accordance with the definition of Realized Loss and (ii) the amounts
deemed distributed on each Distribution Date in respect of principal on the REMIC I Regular Interests
pursuant to Section 6.10. As of the Closing Date, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall equal the amount set forth in the Section 5.01(c)(ii) hereto as its Initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of
each REMIC II Regular Interest shall be reduced first, by the portion of Realized Losses allocated, in
reduction of the Certificate Principal Balances of the Related Classes of Certificates on such
Distribution Date (or, in the case of REMIC II Regular Interests LT1, LT2, LT3 and LT4, as provided in
the definition of REMIC II-LT Realized Losses) and, second, by the amounts deemed distributed on each
Distribution Date in respect of principal on the REMIC II Regular Interests pursuant to Section 6.10.
As of the Closing Date, the Uncertificated Principal Balance of each REMIC III Regular Interest shall
equal the amount set forth in the Section 5.01(c)(iii) hereto as its Initial Uncertificated Principal
Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC III Regular
Interest shall be reduced by the sum of (i) the principal portion of Realized Losses allocated to the
REMIC III Regular Interests in accordance with the definition of REMIC III Realized Loss and (ii) the
amounts deemed distributed on each Distribution Date in respect of principal on the REMIC III Regular
Interests pursuant to Section 6.10. As of the Closing Date, the Uncertificated Principal Balance of
each REMIC IV Regular Interest shall equal the amount set forth in the Section 5.01(c)(v) hereto as its
Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC IV Regular Interest shall be reduced, first, by the portion of Realized Losses
allocated in reduction of the Certificate Principal Balances of the Related Classes of Certificates on
such Distribution Date and, second, by all distributions of principal made on such Related Classes of
Certificates on such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of
the REMIC V Regular Interest shall equal the amount set forth in Section 5.01(c)(vi) as its Initial
Uncertificated Principal Balance.
Undercollateralized Amount: With respect any Certificate Group in Loan Group II and any
Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such Certificate
Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related Sub-Loan
Group.
Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO Property such that
the complete restoration of such Mortgaged Property or related REO Property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant the Servicing Agreement, without regard
to whether or not such policy is maintained.
United States Person: A citizen or resident of the United States, a corporation or partnership
(including an entity treated as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations), provided that, for
purposes solely of the Residual Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are United States Persons, or an estate whose
income is subject to United States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the administration of the trust
and one or more such United States Persons have the authority to control all substantial decisions of
the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by
the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated
as a United States person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence.
Unpaid Realized Loss Amount: With respect to any Distribution Date and any Class of Group I
Offered Certificates and the Class I-B-3 Certificates, is the excess of (i) Applied Realized Loss
Amounts with respect to such Class over (ii) the sum of all distributions in reduction of the Applied
Realized Loss Amounts on all previous Distribution Dates. Any amounts distributed to a Class of Group I
Offered Certificates and the Class I-B-3 Certificates in respect of any Unpaid Realized Loss Amount will
not be applied to reduce the Certificate Principal Balance of such Class.
Xxxxx Fargo: Xxxxx Fargo Bank, N.A., and any successor thereto.
Xxxxx Fargo Servicing Agreement: Amended and Restated Master Seller's Warranties and Servicing
Agreement dated as of November 1, 2005, between Xxxxx Fargo and EMC, attached hereto as Exhibit H-8 and
by the related Assignment Agreement.
ARTICLE II
Conveyance of Mortgage Loans;
Original Issuance of Certificates
Section 2.01. Conveyance of Mortgage Loans to Trustee. (a) The Depositor concurrently with
the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse
all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan
Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off
Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii)
such assets as shall from time to time be credited or are required by the terms of this Agreement to be
credited to the Distribution Account (iii) such assets relating to the Mortgage Loans as from time to
time may be held by the Servicers in Protected Accounts and the Securities Administrator in the
Distribution Account in the name of the Trustee on behalf of the Trust for the benefit of the
Certificateholders and the Securities Administrator in the Reserve Fund in the name of the Trustee on
behalf of the Trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO
Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or
payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto),
(vi) the Mortgage Loan Purchase Agreement, (vii) the rights with respect to the Servicing Agreements as
assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the
Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such
assets as shall from time to time be credited or are required by the terms of this Agreement to be
credited to the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing.
Although it is the intent of the parties to this Agreement that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this
Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is
deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor shall be
deemed to have granted to the Trustee a first priority perfected security interest in all of the
Depositor's right, title and interest in, to and under the Mortgage Loans and other assets in the Trust
Fund, and that this Agreement shall constitute a security agreement under applicable law. The
Depositor, the Seller and the Trustee agree that it is not intended that any Mortgage Loan be conveyed
to the Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act
effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (iii) a "High Cost Home Mortgage Loan" as defined in the
Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home
Loan" as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.
(b) In connection with the above transfer and assignment, the Sponsor hereby deposits with
the Trustee or the related Custodian, on behalf of the Trustee, with respect to each Mortgage Loan:
(i) the original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or (B) in the case of a Mortgage Loan registered on the MERS system, in blank, and in each case
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the
Trustee, or lost note affidavit together with a copy of the related Mortgage Note,
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have
been recorded (or if the original is not available, a copy), with evidence of such recording indicated
thereon (or if clause (w) in the proviso below applies, shall be in recordable form),
(iii) unless the Mortgage Loan is assigned in the name of MERS, a certified copy of
the assignment (which may be in the form of a blanket assignment if permitted in the jurisdiction in
which the Mortgaged Property is located) to "Citibank, N.A., as Trustee", with evidence of recording
with respect to each Mortgage Loan in the name of the Trustee thereon (or if clause (w) in the proviso
below applies or for Mortgage Loans with respect to which the related Mortgaged Property is located in a
state other than Maryland, Tennessee, South Carolina, Mississippi and Florida, or an Opinion of Counsel
has been provided as set forth in this Section 2.01(b), shall be in recordable form),
(iv) all intervening assignments of the Security Instrument, if applicable and only
to the extent available to the Depositor with evidence of recording thereon,
(v) the original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
provided, however, that in lieu of the foregoing, the Depositor may deliver the following documents,
under the circumstances set forth below: (w) in lieu of the original Security Instrument, assignments
to the Trustee or intervening assignments thereof which have been delivered, are being delivered or
will, upon receipt of recording information relating to the Security Instrument required to be included
thereon, be delivered to recording offices for recording and have not been returned to the Depositor in
time to permit their delivery as specified above, the Depositor may deliver, or cause to be delivered, a
true copy thereof with a stamp on the face of such copy, substantially as follows: "Certified to be a
true and correct copy of the original"; (x) in lieu of the Security Instrument, assignment to the
Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such
documents (as evidenced by a certification from the Depositor to such effect) the Depositor may deliver
photocopies of such documents containing an original certification by the judicial or other governmental
authority of the jurisdiction where such documents were recorded; and (y) the Depositor shall not be
required to deliver intervening assignments or Mortgage Note endorsements between the applicable Seller
and the Depositor, and between the Depositor and the Trustee; and provided, further, however, that in
the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the
Closing Date, the Depositor, in lieu of delivering the above documents, may deliver to the Trustee or
the Custodian, on its behalf, a certification to such effect and shall deposit all amounts paid in
respect of such Mortgage Loans in the Distribution Account on the Closing Date. The Depositor shall
deliver such original documents (including any original documents as to which certified copies had
previously been delivered) to the Trustee or the Custodian, on its behalf, promptly after they are
received. The Depositor shall cause the Sponsor (on its own behalf and on behalf of Master Funding), at
its expense, to cause each assignment of the Security Instrument to the Trustee to be recorded not later
than 180 days after the Closing Date, unless (a) such recordation is not required by the Rating Agencies
or an Opinion of Counsel addressed to the Trustee has been provided to the Trustee (with a copy to the
Custodian) which states that recordation of such Security Instrument is not required to protect the
interests of the Certificateholders in the related Mortgage Loans or (b) MERS is identified on the
Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as
nominee for the Sponsor and Master Funding and its successor and assigns; provided, however, that each
assignment shall be submitted for recording by the Sponsor (on its own behalf and on behalf of Master
Funding) in the manner described above, at no expense to the Trust or the Trustee or the Custodian, on
its behalf, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust, (ii) the
occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Sponsor and (iv) the occurrence of a servicing transfer as described in Section 8.02
hereof.
Section 2.02. Acceptance of Mortgage Loans by Trustee. (a) The Trustee acknowledges the
sale, transfer and assignment of the Trust Fund to it (or the Custodian, on its behalf) by the Depositor
and receipt of, subject to further review and the exceptions which may be noted pursuant to the
procedures described below, and declares that it holds, the documents (or certified copies thereof)
delivered to it or the Custodian, on its behalf, pursuant to Section 2.01, and declares that it (or the
Custodian, on its behalf) will continue to hold those documents and any amendments, replacements or
supplements thereto and all other assets of the Trust Fund delivered to it (or the Custodian, on its
behalf) as Trustee in trust for the use and benefit of all present and future Holders of the
Certificates. On the Closing Date, with respect to the Mortgage Loans, the Custodian, shall acknowledge
with respect to each Mortgage Loan by delivery to the Depositor, the Master Servicer and the Trustee of
an Initial Certification substantially in the form of Exhibit One to the related Custodial Agreement,
receipt of the Mortgage File, but without review of such Mortgage File, except to the extent necessary
to confirm that such Mortgage File contains the related Mortgage Note or lost note affidavit. No later
than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five
Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the
benefit of the Certificateholders, to review or cause to be reviewed by the Custodian on its behalf
(under the related Custodial Agreement), each Mortgage File delivered to it and to execute and deliver,
or cause to be executed and delivered, to the Depositor, the Master Servicer and the Trustee an Interim
Certification substantially in the form annexed as Exhibit Two to the related Custodial Agreement. In
conducting such review, the Trustee or Custodian, on behalf of the Trustee, will ascertain whether all
required documents have been executed and received, and based on the Mortgage Loan Schedule, whether
those documents relate, determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans it has received, as identified in the Mortgage Loan Schedule. In
performing any such review, the Trustee or the Custodian, on its behalf, may conclusively rely on the
purported due execution and genuineness of any such document and on the purported genuineness of any
signature thereon. If the Trustee or the Custodian, on its behalf, finds any document constituting part
of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of
the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in
Exhibit B, or to appear defective on its face (i.e. torn, mutilated, or otherwise physically altered) (a
"Material Defect"), the Trustee or the Custodian, on its behalf, shall upon completion of the review of
all files, but in no event later than 90 days after the Closing Date, notify the Sponsor. In accordance
with the Mortgage Loan Purchase Agreement, the Sponsor (on its own behalf and on behalf of Master
Funding) shall correct or cure any such defect within ninety (90) days from the date of notice from the
Trustee or the Custodian, on its behalf, of the defect and if the Sponsor (on its own behalf and on
behalf of Master Funding) fails to correct or cure the defect within such period, and such defect
materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan,
the Trustee or the Custodian, on its behalf, shall enforce the Sponsor's obligation pursuant to the
Mortgage Loan Purchase Agreement within 90 days from the Trustee's or the Custodian's notification, to
purchase such Mortgage Loan (on its own behalf and on behalf of Master Funding) at the Repurchase Price;
provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4),
(5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3)
or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to
be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9), any such cure or repurchase must occur within 90 days from the date such breach was discovered;
provided, however, that if such defect relates solely to the inability of the Sponsor (on its own behalf
and on behalf of Master Funding) to deliver the original Security Instrument or intervening assignments
thereof, or a certified copy because the originals of such documents, or a certified copy have not been
returned by the applicable jurisdiction, the Sponsor (on its own behalf and on behalf of Master Funding)
shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or
certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The
foregoing repurchase obligation shall not apply in the event that the Sponsor (on its own behalf and on
behalf of Master Funding) cannot deliver such original or copy of any document submitted for recording
to the appropriate recording office in the applicable jurisdiction because such document has not been
returned by such office; provided that the Sponsor (on its own behalf and on behalf of Master Funding)
shall instead deliver a recording receipt of such recording office or, if such receipt is not available,
a certificate confirming that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, on its behalf, shall be effected by the Sponsor (on its own behalf and on
behalf of Master Funding) within thirty days of its receipt of the original recorded document.
(b) No later than 180 days after the Closing Date (or with respect to any Substitute
Mortgage Loan, within five Business Days after the receipt by the Trustee or the Custodian thereof), the
Trustee or the Custodian, on its behalf, will review, for the benefit of the Certificateholders, the
Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the
Depositor, the Master Servicer and the Trustee a Final Certification, substantially in the form annexed
as Exhibit Three to the related Custodial Agreement. In conducting such review, the Trustee or the
Custodian, on its behalf, will ascertain whether an original of each document required to be recorded
has been returned from the recording office with evidence of recording thereon or a certified copy has
been obtained from the recording office. If the Trustee or the Custodian, on its behalf, finds a
Material Defect, the Trustee or the Custodian, on its behalf, shall upon completion of the review of all
files, but in no event later than 180 days after the Closing Date, notify the Sponsor (provided,
however, that with respect to those documents described in Sections 2.01(b)(iv), (v) and (vii), the
Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the
Trustee or the Custodian, on behalf of the Trustee, pursuant to such Sections). In accordance with the
Mortgage Loan Purchase Agreement the Sponsor (on its own behalf and on behalf of Master Funding) shall
correct or cure any such defect within 90 days from the date of notice from the Trustee or the
Custodian, on its behalf, of the Material Defect and if the Sponsor (on its own behalf and on behalf of
Master Funding) is unable to cure such defect within such period, and if such defect materially and
adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee
shall enforce the Sponsor's obligation under the Mortgage Loan Purchase Agreement to provide (on its own
behalf and on behalf of Master Funding) a Substitute Mortgage Loan (if within two years of the Closing
Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7)
and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury
Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such
cure, repurchase or substitution must occur within 90 days from the date such breach was discovered;
provided, further, that if such defect relates solely to the inability of the Sponsor (on its own behalf
and on behalf of Master Funding) to deliver the original Security Instrument or intervening assignments
thereof, or a certified copy, because the originals of such documents or a certified copy, have not been
returned by the applicable jurisdiction, the Sponsor (on its own behalf and on behalf of Master Funding)
shall not be required to purchase such Mortgage Loan, if the Sponsor (on its own behalf and on behalf of
Master Funding) delivers such original documents or certified copy promptly upon receipt, but in no
event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply
in the event that the Sponsor (on its own behalf and on behalf of Master Funding) cannot deliver such
original or copy of any document submitted for recording to the appropriate recording office in the
applicable jurisdiction because such document has not been returned by such office; provided that the
Sponsor (on its own behalf and on behalf of Master Funding) shall instead deliver a recording receipt of
such recording office or, if such receipt is not available, a certificate confirming that such documents
have been accepted for recording, and delivery to the Trustee or the Custodian, on its behalf, shall be
effected by the Sponsor or Master Funding within thirty days of its receipt of the original recorded
document.
(c) In the event that a Mortgage Loan is purchased by the Sponsor (on its own behalf as a
Seller or on behalf of Master Funding) in accordance with Sections 2.02(a) or (b) above, the Sponsor
shall remit to the Securities Administrator, the Repurchase Price for deposit in the Distribution
Account and the Sponsor shall provide to the Securities Administrator and the Trustee written
notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in
the Distribution Account, the Depositor shall notify the Trustee and the Custodian, on behalf of the
Trustee (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to
such Mortgage Loan), shall release to the Sponsor the related Mortgage File and the Trustee shall
execute and deliver all instruments of transfer or assignment, without recourse, representation or
warranty, furnished to it by the Sponsor, as are necessary to vest in the Sponsor title to and rights
under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the
Repurchase Price in available funds is received by the Securities Administrator. The Sponsor shall
amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Trustee, the
Securities Administrator, the Master Servicer, the Custodian and the Rating Agencies of such amendment.
The obligation of the Sponsor to repurchase (on its own behalf and on behalf of Master Funding) any
Mortgage Loan as to which such a defect in a constituent document exists shall be the sole remedy
respecting such defect available to the Certificateholders or to the Trustee on their behalf.
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement. (a) The
Depositor hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title
and interest in the Mortgage Loan Purchase Agreement including but not limited to the Depositor's rights
and obligations pursuant to the Servicing Agreements (noting that the Sponsor has retained the right in
the event of breach of the representations, warranties and covenants, if any, with respect to the
related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce (on its
own behalf and on behalf of Master Funding) the provisions thereof and to seek all or any available
remedies). The obligations of the Sponsor (on its own behalf and on behalf of Master Funding) to
substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the
Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor
shall take such actions as may be necessary to enforce the above right, title and interest on behalf of
the Trustee and the Certificateholders or shall execute such further documents as the Trustee may
reasonably require in order to enable the Trustee to carry out such enforcement.
(b) If the Depositor, the Master Servicer, or the Trustee discovers a breach of any of the
representations and warranties set forth in the Mortgage Loan Purchase Agreement, which breach
materially and adversely affects the value of the interests of Certificateholders or the Trustee in the
related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach
to the other parties. The Sponsor (on its own behalf and on behalf of Master Funding), within 90 days
of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall
cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired
with respect thereto from the Trustee; provided, however, that if there is a breach of any
representation set forth in the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold,
then the Sponsor (on its own behalf and on behalf of Master Funding) shall pay, in lieu of the
Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon
such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to
the Sponsor to the extent not required by law to be paid to the borrower.) Any such purchase by the
Sponsor (on its own behalf and on behalf of Master Funding) shall be made by providing an amount equal
to the Repurchase Price to the Securities Administrator for deposit in the Distribution Account and
written notification detailing the components of such Repurchase Price. The Depositor shall notify the
Trustee and submit to the Trustee or the Custodian, on its behalf, a Request for Release, and the
Trustee shall cause the Custodian to release, to the Sponsor the related Mortgage File and the Trustee
shall execute and deliver all instruments of transfer or assignment furnished to it by the Sponsor (on
its own behalf and on behalf of Master Funding), without recourse, representation or warranty as are
necessary to vest in the Sponsor title to and rights under the Mortgage Loan or any property acquired
with respect thereto. Such purchase shall be deemed to have occurred on the date on which the
Repurchase Price in available funds is received by the Securities Administrator. The Sponsor shall
amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Trustee, the
Securities Administrator, the Master Servicer, each Custodian and the Rating Agencies of such
amendment. Enforcement of the obligation of the Sponsor (on its own behalf and on behalf of Master
Funding) to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property
acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to
which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach
available to the Certificateholders or the Trustee on their behalf.
In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, the Sponsor
(on its own behalf and on behalf of Master Funding) shall furnish to the Securities Administrator an
Officer's Certificate, signed by a duly authorized officer of the Sponsor to the effect that such
repurchase has been made in accordance with the terms and conditions of this Agreement and that all
conditions precedent to such repurchase or substitution have been satisfied, including the delivery to
the Securities Administrator of the Purchase Price or Substitution Adjustment Amount, as applicable, for
deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be
delivered pursuant to this Agreement and the related Request for Release. Solely for purposes of the
Securities Administrator providing an Assessment of Compliance, upon receipt of such documentation, the
Securities Administrator shall approve such repurchase, as applicable, and which approval shall consist
solely of the Securities Administrator's receipt of such documentation and deposits. It is understood
and agreed that the obligation under this Agreement of the Sponsor (on its own behalf and on behalf of
Master Funding) to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and
is continuing shall constitute the sole remedies against the Sponsor and Master Funding respecting such
breach available to Certificateholders, the Depositor, the Trustee or the Securities Administrator.
Section 2.04. Substitution of Mortgage Loans. Notwithstanding anything to the contrary in
this Agreement, in lieu of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement
or Sections 2.02 or 2.03 of this Agreement, the Sponsor (on its own behalf and on behalf of Master
Funding) may, no later than the date by which such purchase by the Sponsor would otherwise be required,
tender to the Trustee a Substitute Mortgage Loan accompanied by a certificate of an authorized officer
of the Sponsor that such Substitute Mortgage Loan conforms to the requirements set forth in the
definition of "Substitute Mortgage Loan" in the Mortgage Loan Purchase Agreement or this Agreement, as
applicable; provided, however, that substitution pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not be permitted after the
termination of the two-year period beginning on the Startup Day; provided, further, that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7)
and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury
Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such
cure or substitution must occur within 90 days from the date the breach was discovered. The Sponsor
will promptly notify the Master Servicer and the Securities Administrator of any such substitution. The
Trustee or the Custodian, on its behalf, shall examine the Mortgage File for any Substitute Mortgage
Loan in the manner set forth in Section 2.02(a) and the Trustee or the Custodian, on its behalf, shall
notify the Sponsor, in writing, within five Business Days after receipt, whether or not the documents
relating to the Substitute Mortgage Loan satisfy the requirements of the fourth sentence of Section
2.02(a). Within two Business Days after such notification, the Sponsor (on its own behalf and on behalf
of Master Funding) shall provide to the Securities Administrator for deposit in the Distribution Account
the amount, if any, by which the Outstanding Principal Balance as of the next preceding Due Date of the
Mortgage Loan for which substitution is being made, after giving effect to the Scheduled Principal due
on such date, exceeds the Outstanding Principal Balance as of such date of the Substitute Mortgage Loan,
after giving effect to Scheduled Principal due on such date, which amount shall be treated for the
purposes of this Agreement as if it were the payment by the Sponsor of the Repurchase Price for the
purchase of a Mortgage Loan by the Sponsor. After such notification to the Sponsor and, if any such
excess exists, upon receipt of such deposit, the Trustee shall accept such Substitute Mortgage Loan
which shall thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a substitution,
accrued interest on the Substitute Mortgage Loan for the month in which the substitution occurs and any
Principal Prepayments made thereon during such month shall be the property of the Trust Fund and accrued
interest for such month on the Mortgage Loan for which the substitution is made and any Principal
Prepayments made thereon during such month shall be the property of the Sponsor. The Scheduled
Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall be the
property of the Sponsor and the Scheduled Principal on the Mortgage Loan for which the substitution is
made due on such Due Date shall be the property of the Trust Fund. Upon acceptance of the Substitute
Mortgage Loan (and delivery to the Trustee or the Custodian as agent of the Trustee, as applicable, of a
Request for Release for such Mortgage Loan), the Trustee or the Custodian, on its behalf, shall release
to the Sponsor the related Mortgage File related to any Mortgage Loan released pursuant to the Mortgage
Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and shall execute and deliver
all instruments of transfer or assignment, without recourse, representation or warranty in form as
provided to it as are necessary to vest in the Sponsor title to and rights under any Mortgage Loan
released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable. The Sponsor (on its own behalf and on behalf of Master Funding) shall deliver the documents
related to the Substitute Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase
Agreement or Sections 2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of acceptance
of the Substitute Mortgage Loan deemed to be the Closing Date for purposes of the time periods set forth
in those Sections. The representations and warranties set forth in the Mortgage Loan Purchase Agreement
shall be deemed to have been made by the Sponsor with respect to each Substitute Mortgage Loan as of the
date of acceptance of such Mortgage Loan by the Trustee. The Sponsor shall amend the Mortgage Loan
Schedule to reflect such substitution and shall provide a copy of such amended Mortgage Loan Schedule to
the Trustee, the Securities Administrator, the Master Servicer, each Custodian and the Rating Agencies.
In connection with any substitution of a Mortgage Loan pursuant to this Section 2.04, the
Sponsor shall furnish to the Securities Administrator an Officer's Certificate, signed by a duly
authorized officer of the Sponsor to the effect that such substitution has been made in accordance with
the terms and conditions of this Agreement and that all conditions precedent to such substitution have
been satisfied, including the delivery to the Securities Administrator of the Purchase Price or
Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together with
copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related
Request for Release. Solely for purposes of the Securities Administrator providing an Assessment of
Compliance, upon receipt of such documentation, the Securities Administrator shall approve such
substitution, as applicable, and which approval shall consist solely of the Securities Administrator's
receipt of such documentation and deposits. It is understood and agreed that the obligation under this
Agreement of the Sponsor (on its own behalf and on behalf of Master Funding) to cure, repurchase or
replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole
remedies against the Sponsor and Master Funding respecting such breach available to Certificateholders,
the Depositor, the Trustee or the Securities Administrator.
Section 2.05. Issuance of Certificates. (a) The Trustee acknowledges the assignment to it
of the Mortgage Loans and the other assets comprising the Trust Fund and, concurrently therewith, the
Securities Administrator has signed, and countersigned and delivered to the Depositor, in exchange
therefor, Certificates in such authorized denominations representing such Fractional Undivided Interests
as the Depositor has requested. The Trustee (or the Custodian, on its behalf) agrees that it will hold
the Mortgage Loans and such other assets as may from time to time be delivered to it (or the Custodian,
on its behalf) segregated on the books of the Trustee (or the Custodian, on its behalf) in trust for the
benefit of the Certificateholders.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right,
title and interest of the Depositor in and to (i) the REMIC I Regular Interests, and the other assets of
REMIC II, for the benefit of the holders of the REMIC II Interests, (ii) the REMIC II Regular Interests
and REMIC III Regular Interests and the other assets of REMIC IV, for the benefit of the holders of the
REMIC IV Interests and (iv) REMIC IV Regular Interests B-IO-I and B-IO-P, and the other assets of REMIC
V for the benefit of the holders of the REMIC V Interests. The Trustee acknowledges receipt of the REMIC
I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular
Interests B-IO-I and B-IO-P (each of which are uncertificated) and the other assets of REMIC III, REMIC
IV and REMIC V, and declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the REMIC III Interests, REMIC IV Interests and REMIC V Interests, as
applicable.
Section 2.06. Representations and Warranties Concerning the Depositor. The Depositor hereby
represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:
(a) the Depositor is duly organized and is validly existing as a corporation in good
standing under the laws of the State of Delaware and has full power and authority necessary to own or
hold its properties and to conduct its business as now conducted by it and to enter into and perform its
obligations under this Agreement;
(b) the Depositor has the full power and authority to execute, deliver and perform, and to
enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by
all necessary corporate action on its part, the execution, delivery and performance of this Agreement,
and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the
Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law;
(c) the execution and delivery of this Agreement by the Depositor, the consummation of the
transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof
are in the ordinary course of business of the Depositor and will not (A) result in a material breach of
any term or provision of the articles of incorporation or by-laws of the Depositor or (B) conflict with,
result in a breach, violation or acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which the Depositor is a party or by which it may be bound or (C)
constitute a violation of any statute, order or regulation applicable to the Depositor of any court,
regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and
the Depositor is not in breach or violation of any indenture or other agreement or instrument, or in
violation of any statute, order or regulation of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it, which breach or violation may materially impair the
Depositor's ability to perform or meet any of its obligations under this Agreement;
(d) no litigation is pending, or, to the best of the Depositor's knowledge, threatened,
against the Depositor that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Depositor to perform its obligations under this
Agreement in accordance with the terms hereof;
(e) no consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Depositor of, or compliance by the
Depositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any
such consent, approval, authorization or order is required, the Depositor has obtained the same; and
(f) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note
and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable
title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to
the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.
(g) The Depositor has filed all reports required to be filed by Section 13 or
Section 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period if required)
and has been subject to such filing requirements for the past 90 days.
Section 2.07. [Reserved]
Section 2.08. Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in the following
activities:
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith; and
(e) subject to compliance with this Agreement, to engage in such other activities as may
be required in connection with conservation of the Trust Fund and the making of distributions to the
Certificateholders.
The Trust is hereby authorized to engage in the foregoing activities. The trust shall not
engage in any activity other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08
may not be amended, without the consent of the Certificateholders evidencing 51% or more of the
aggregate voting rights of the Certificates.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. Master Servicer. The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicers to service and administer their respective Mortgage Loans in accordance with
the terms of the applicable Servicing Agreements and shall have full power and authority to do any and
all things which it may deem necessary or desirable in connection with such master servicing and
administration. In performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and
consult with each Servicer as necessary from time-to-time to carry out the Master Servicer's obligations
hereunder, shall receive, review and evaluate all reports, information and other data provided to the
Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by such Servicer under its applicable Servicing
Agreement. The Master Servicer shall independently and separately monitor each Servicer's servicing
activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with
such information provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers' and Master Servicer's records, and based on such reconciled and corrected
information, the Master Servicer shall provide such information to the Securities Administrator as shall
be necessary in order for it to prepare the statements specified in Section 6.04, and prepare any other
information and statements required to be forwarded by the Master Servicer hereunder. The Master
Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the
Servicers as reported to the Master Servicer.
In addition to the foregoing, in connection with a modification of any Mortgage Loan by a
Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to
such modification, the Master Servicer shall notify the Depositor of such Servicer's failure to comply
with the terms of the Servicing Agreement. If the Servicing Agreement requires the approval of the
Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such
modification if, based upon its receipt of written notification from the related Servicer outlining the
terms of such modification and appropriate supporting documentation, the Master Servicer determines that
the modification is permitted under the terms of the related Servicing Agreement and that any conditions
to such modification set forth in the related Servicing Agreement have been satisfied. Furthermore, if
the related Servicing Agreement requires the oversight and monitoring of loss mitigation measures with
respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or
recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the
related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated,
conducted and concluded in accordance with any timeframes and any other requirements set forth in the
related Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the
Master Servicer believes that the related Servicer is not complying with such timeframes and/or other
requirements.
The Trustee shall furnish the Servicers and the Master Servicer, upon written request from a
Servicing Officer, with any powers of attorney, in substantially the form attached hereto as Exhibit O,
and upon written request from a Servicing Officer, other documents in form as provided to it necessary
or appropriate to enable the Servicers and the Master Servicer to service and administer the related
Mortgage Loans and REO Property.
The Trustee (or Custodian, on its behalf) shall provide access to the records and documentation
in possession of the Trustee (or Custodian, on its behalf) regarding the related Mortgage Loans and REO
Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior written request and during
normal business hours at the office of the Trustee, or Custodian on its behalf; provided, however, that,
unless otherwise required by law, the Trustee, or Custodian on its behalf, shall not be required to
provide access to such records and documentation if the provision thereof would violate the legal right
to privacy of any Mortgagor. The Trustee, or Custodian on its behalf, shall allow representatives of
the above entities to photocopy any of the records and documentation and shall provide equipment for
that purpose at a charge that covers the Trustee's or Custodian's actual costs.
The Trustee shall execute, upon the Servicer's written instruction (which includes the
documents to be signed), and deliver to the Servicer and the Master Servicer any court pleadings,
requests for trustee's sale or other appropriate documents necessary or desirable to (i) the foreclosure
or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or
Security Instrument or otherwise available at law or equity.
Section 3.02. REMIC-Related Covenants. For as long as each 2006-7 REMIC shall exist, the
Trustee and the Securities Administrator shall act in accordance herewith to assure continuing treatment
of such 2006-7 REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any
directions of the Depositor, the related Servicer or the Master Servicer to assure such continuing
treatment. In particular, the Securities Administrator shall not (a) sell or permit the sale of all or
any portion of the Mortgage Loans or of any investment of deposits in an Account (except as otherwise
expressly permitted by this Agreement) unless such sale is as a result of a repurchase of the Mortgage
Loans pursuant to this Agreement or the Securities Administrator has received a REMIC Opinion addressed
to the Securities Administrator prepared at the expense of the Trust Fund; and (b) other than with
respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, accept any contribution to any 2006-7 REMIC after the Startup Day without
receipt of a REMIC Opinion addressed to the Securities Administrator.
Section 3.03. Monitoring of Servicers. (a) The Master Servicer shall be responsible
for reporting to the Trustee, the Securities Administrator and the Depositor the non-compliance by each
Servicer with its duties under the related Servicing Agreement. In the review of each Servicer's
activities, the Master Servicer may rely upon an officer's certificate of the Servicer (or similar
document signed by an officer of the Servicer) with regard to such Servicer's compliance with the terms
of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that a
Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be
sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured,
would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the
Trustee in writing thereof and the Master Servicer shall issue such notice or take such other action as
it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event
that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such Servicer thereunder and
act as successor servicer of the related Mortgage Loans or cause the Trustee to enter in to a new
Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is
understood and acknowledged by the parties hereto that there will be a period of transition (not to
exceed 90 days) before the actual servicing functions can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer in its good faith business judgment, would
require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of
such enforcement at its own expense, provided that the Master Servicer shall not be required to
prosecute or defend any legal action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such action. Nothing herein shall impose
any obligation on the part of the Trustee to assume or succeed to the duties or obligations of the
Master Servicer except as provided under Section 8.02 herein, in which cases the Trustee shall assume or
succeed to such duties or obligation.
(c) To the extent that the costs and expenses of the Master Servicer related to any
termination of a Servicer, the enforcement or prosecution of related claims, rights or remedies on the
appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer
with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses
and all due diligence costs and expenses associated with an evaluation of the potential termination of
the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses
associated with the complete transfer of servicing, including, but not limited to, all servicing files
and all servicing data and the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies in the servicing data or
otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the related
Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer
shall be entitled to reimbursement of such costs and expenses from the Distribution Account.
(d) The Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in the related Servicing Agreement, including the
obligation of each Servicer to furnish information regarding the borrower credit files related to each
Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations, on a monthly basis.
(e) If the Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the Servicer, if any, that it replaces.
Section 3.04. Fidelity Bond. The Master Servicer, at its expense, shall maintain in effect
a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to
all directors, officers, employees and other Persons acting on such Master Servicer's behalf, and
covering errors and omissions in the performance of the Master Servicer's obligations hereunder. The
errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally
acceptable for entities serving as master servicers or trustees.
Section 3.05. Power to Act; Procedures. The Master Servicer shall master service the
Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in
connection with the master servicing and administration of the Mortgage Loans, including but not limited
to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers
of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect
any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with
the provisions of this Agreement and the Servicing Agreement, as applicable; provided, however, that the
Master Servicer shall not (and, consistent with its responsibilities under Section 3.03, shall not
authorize any Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause
to be taken) any action reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause
any 2006-7 REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master
Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the
effect that the contemplated action would not cause any 2006-7 REMIC to fail to qualify as a REMIC or
result in the imposition of a tax upon any 2006-7 REMIC. The Trustee shall furnish the Master Servicer,
upon written request from a Servicing Officer, with any powers of attorney empowering the Master
Servicer or any Servicer to execute and deliver instruments of satisfaction or cancellation, or of
partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged
Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Trustee
shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each
case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for
misuse of any such powers of attorney by the Master Servicer or any Servicer). If the Master Servicer
or the Trustee has been advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely
affected under the "doing business" or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 9.11
hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent
contractor and shall not, except in those instances where it is taking action in the name of the Trust,
be deemed to be the agent of the Trust.
Section 3.06. Due-on-Sale Clauses; Assumption Agreements. To the extent provided in the
applicable Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses,
the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause
is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence,
a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.
Section 3.07. Release of Mortgage Files. (a) Upon becoming aware of the payment in full of
any Mortgage Loan, or the receipt by any Servicer of a notification that payment in full has been
escrowed in a manner customary for such purposes for payment to Certificateholders on the next
Distribution Date, the Servicer will, if required under the applicable Servicing Agreement (or if the
Servicer does not, the Master Servicer may), promptly furnish to the Custodian, on behalf of the
Trustee, two copies of a certification substantially in the form of Exhibit D hereto (or as otherwise
provided in the related Custodial Agreement) signed by a Servicing Officer or in a mutually agreeable
electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer
(which certification shall include a statement to the effect that all amounts received in connection
with such payment that are required to be deposited in the Protected Account maintained by the
applicable Servicer pursuant to Section 4.01, or by the applicable Servicer pursuant to its Servicing
Agreement, have been or will be so deposited) and shall request that the Custodian, on behalf of the
Trustee, deliver to the applicable Servicer the related Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall promptly release the related
Mortgage File to the applicable Servicer and the Trustee and Custodian shall have no further
responsibility with regard to such Mortgage File. Upon any such payment in full, each Servicer is
authorized, to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the
Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without recourse) regarding the
Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case
may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such
payment, it being understood and agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the Protected Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan and in accordance with the applicable Servicing Agreement, upon written instruction from such
Servicer or the Master Servicer, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by a Servicer or the Master Servicer (in form reasonably acceptable to the
Trustee) and as are necessary to the prosecution of any such proceedings. The Custodian, on behalf of
the Trustee, shall, upon the request of a Servicer or the Master Servicer, and delivery to the
Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing
Officer substantially in the form of Exhibit D (or in a mutually agreeable electronic format which will,
in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage
File held in its possession or control to the Servicer or the Master Servicer, as applicable. Such
trust receipt shall obligate the Servicer or the Master Servicer to return the Mortgage File to the
Custodian on behalf of the Trustee, when the need therefor by the Servicer or the Master Servicer no
longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the Mortgage File shall be released by the
Custodian, on behalf of the Trustee, to the Servicer or the Master Servicer.
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for
Trustee. (a) The Master Servicer shall transmit and each Servicer (to the extent required by the
related Servicing Agreement) shall transmit to the Trustee or Custodian on its behalf such documents and
instruments coming into the possession of the Master Servicer or such Servicer from time to time as are
required by the terms hereof, or in the case of the Servicers, the applicable Servicing Agreement, to be
delivered to the Trustee or Custodian on its behalf. Any funds received by the Master Servicer or by a
Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or by a
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for
the benefit of the Trustee and the Certificateholders subject to the Master Servicer's right to retain
or withdraw from the Distribution Account the Master Servicing Compensation and other amounts provided
in this Agreement, and to the right of each Servicer to retain its Servicing Fee and other amounts as
provided in the applicable Servicing Agreement. The Master Servicer shall, and (to the extent provided
in the applicable Servicing Agreement) shall cause each Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders that are savings and loan
associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners of any other federal or
state banking or insurance regulatory authority if so required by applicable regulations of the Office
of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only
upon reasonable request in writing and during normal business hours at the offices of the Master
Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible
for determining the sufficiency of such information.
(b) All Mortgage Files and funds collected or held by, or under the control of, the Master
Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for
and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer and each Servicer shall be entitled
to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the
Master Servicer or such Servicer under this Agreement or the applicable Servicing Agreement.
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies. (a) For each
Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related
Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and,
where applicable, flood insurance, all in accordance with the provisions of the related Servicing
Agreements. It is understood and agreed that such insurance shall be with insurers meeting the
eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other
additional insurance is to be required of any Mortgagor or to be maintained on property acquired in
respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance.
(b) Pursuant to Section 4.01 and 4.04, any amounts collected by the Servicers or the
Master Servicer, under any insurance policies (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with
the applicable Servicing Agreement) shall be deposited into the Distribution Account, subject to
withdrawal pursuant to Section 4.04 and 4.05. Any cost incurred by the Master Servicer or any Servicer
in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided,
however, that the addition of any such cost shall not be taken into account for purposes of calculating
the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or
such Servicer pursuant to Section 4.04 and 4.05.
Section 3.10. Presentment of Claims and Collection of Proceeds. The Master Servicer shall
(to the extent provided in the applicable Servicing Agreement) cause the related Servicer to prepare and
present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and
take such actions (including the negotiation, settlement, compromise or enforcement of the insured's
claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the
Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such
policies, bonds or contracts shall be promptly deposited in the Distribution Account upon receipt,
except that any amounts realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan
to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies. (a) The Master
Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the
applicable Servicing Agreement) to take, any action that would result in noncoverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master
Servicer or such Servicer, would have been covered thereunder. The Master Servicer shall use its best
reasonable efforts to cause each Servicer (to the extent required under the related Servicing Agreement)
to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer
shall not, and shall not authorize any Servicer (to the extent required under the related Servicing
Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at
the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder
except in accordance with the provisions of this Agreement and the related Servicing Agreement, as
applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this
regard, to take such reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.04, any
amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 4.05.
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Trustee (or the Custodian, on behalf of the Trustee), shall retain possession and custody
of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of
insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in respect of the
Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its
obligations under this Agreement, the Trustee (or the Custodian, on behalf of the Trustee) shall also
retain possession and custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to
the Trustee (or the Custodian, on behalf of the Trustee), upon the execution or receipt thereof the
originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come into the possession of
the Master Servicer from time to time.
Section 3.13. Realization Upon Defaulted Mortgage Loans. The Master Servicer shall cause
each Servicer (to the extent required under the related Servicing Agreement) to foreclose upon,
repossess or otherwise comparably convert the ownership of Mortgaged 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, all in accordance with the applicable Servicing Agreement.
Section 3.14. Compensation for the Master Servicer. The Master Servicer will be entitled to
the income and gain realized from any investment of funds in the Distribution Account as set forth in
Section 4.04(f) for the performance of its activities hereunder. The Master Servicer shall be required
to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled
to reimbursement therefor except as provided in this Agreement.
Section 3.15. REO Property. (a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to
the extent provided in the applicable Servicing Agreement, cause the applicable Servicer to sell, any
REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and
the related Servicing Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the applicable Servicer to protect and conserve, such REO Property in the
manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC
Provisions and in a manner that does not result in a tax on "net income from foreclosure property"
(unless such result would maximize the Trust Fund's after-tax return on such property) or cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the
Code.
(b) The Master Servicer shall, to the extent required by the related Servicing Agreement,
cause the applicable Servicer to deposit all funds collected and received in connection with the
operation of any REO Property in the Protected Account.
(c) The Master Servicer and the applicable Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed Monthly Advances and other
unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that any such unreimbursed Monthly
Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived from such REO Property.
(d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds
from the final disposition of the REO Property, net of any payment to the Master Servicer and the
applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the
Determination Date in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the Distribution Account on the next
succeeding Servicer Remittance Date.
Section 3.16. Annual Statement as to Compliance. The Master Servicer and the Securities
Administrator shall deliver (or otherwise make available) to the Depositor and the Securities
Administrator, not later than March 15 of each calendar year beginning in 2007, an Officer's Certificate
(an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement in
all material respects throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such officer and the nature
and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. The Master Servicer shall enforce the obligation of each
Servicer, to the extent set forth in the related Servicing Agreement, to deliver a similar Annual
Statement of Compliance by that Servicer to the Depositor and the Securities Administrator as described
above as and when required with respect to the Master Servicer. In the event that certain servicing
responsibilities with respect to the Mortgage Loans have been delegated by the Master Servicer, the
Securities Administrator or a Servicer to a subservicer or subcontractor, each such entity shall cause
such subservicer or subcontractor (and with respect to each Servicer, the Master Servicer shall enforce
the obligation of such Servicer to the extent required under the related Servicing Agreement) to deliver
a similar Annual Statement of Compliance by that subservicer or subcontractor to the Depositor and the
Securities Administrator as described above as and when required with respect to the Master Servicer or
the related Servicer, as the case may be.
Failure of the Master Servicer to comply with this Section 3.16 (including with respect to the
time frames required in this Section) shall be deemed an Event of Default and the Trustee, at the
written direction of the Depositor, shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master
Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
Failure of the Securities Administrator to comply with this Section 3.16 (including with
respect to the time frames required in this Section) shall be deemed an Event of Default and the Trustee
at the written direction of the Depositor, shall, in addition to whatever rights the Trustee may have
under this Agreement and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations of the Securities
Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Securities Administrator for the same. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Section 3.17. Assessments of Compliance and Attestation Reports. Pursuant to Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Master Servicer, the Securities
Administrator and the Custodian (to the extent set forth in this Section) (each, an "Attesting Party")
shall deliver (or otherwise make available) to the Depositor, the Master Servicer and the Securities
Administrator on or before March 15 of each calendar year beginning in 2007, a report regarding such
Attesting Party's assessment of compliance (an "Assessment of Compliance") with the Servicing Criteria
during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must
contain the following:
(a) A statement by an authorized officer of such Attesting Party of its authority
and its responsibility for assessing compliance with the Servicing Criteria applicable to the related
Attesting Party;
(b) A statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit K hereto, and which will also be attached to the Assessment of Compliance, to assess
compliance with the Servicing Criteria applicable to the related Attesting Party;
(c) An assessment by such officer of the related Attesting Party's compliance with the
applicable Servicing Criteria for the period consisting of the preceding calendar year, including
disclosure of any material instance of noncompliance with respect thereto during such period, which
assessment shall be based on the activities such Attesting Party performs with respect to asset-backed
securities transactions taken as a whole involving the related Attesting Party, that are backed by the
same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the related Attesting Party's Assessment of Compliance for the period consisting of the preceding
calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to such
related Attesting Party, which statement shall be based on the activities such related Attesting Party
performs with respect to asset-backed securities transactions taken as a whole involving such related
Attesting Party, that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit K
hereto that are indicated as applicable to the related Attesting Party.
On or before March 15 of each calendar year beginning in 2007, each Attesting Party shall
furnish to the Master Servicer, the Depositor and the Securities Administrator a report (an "Attestation
Report") by a registered public accounting firm that attests to, and reports on, the Assessment of
Compliance made by the related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.
Such Attestation Report shall contain no restrictions or limitations on its use.
The Master Servicer shall enforce the obligation of each Servicer to deliver to the
Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and
Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the
Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the
obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any
subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the
Master Servicer or the Securities Administrator, as applicable, to be a Party Participating in the
Servicing Function within the meaning of Item 1122 of Regulation AB) that is engaged by the Company,
such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the
Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and
Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or
subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit K hereto
that are indicated as applicable to any "primary servicer" to the extent such subservicer or
subcontractor is performing any servicing function for the party who engages it and to the extent such
party is not itself addressing the Servicing Criteria related to such servicing function in its own
Assessment of Compliance. The Securities Administrator shall confirm that each of the Assessments of
Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken
individually address the Servicing Criteria for each party as set forth on Exhibit M and notify the
Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the
related Servicing Agreement), an Assessment of Compliance is not required to be delivered unless it is
required as part of a Form 10-K with respect to the Trust Fund.
The Custodian shall deliver to the Master Servicer, the Securities Administrator and the
Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at
a minimum address each of the Servicing Criteria specified on Exhibit M hereto which are indicated as
applicable to a "custodian." Notwithstanding the foregoing an Assessment of Compliance or Attestation
Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K
with respect to the Trust Fund.
Failure of the Master Servicer to comply with this Section 3.17 (including with respect to the
timeframes required herein) shall, upon written notice from the Trustee upon receiving direction from
the Depositor, constitute an Event of Default and, the Trustee shall, in addition to whatever rights the
Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief
and specific performance, upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Master Servicer for the same (but subject to the Master Servicer rights to payment of
any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Securities Administrator to comply with
this Section 3.17 (including with respect to the timeframes required in this Section) which failure
results in a failure to timely file the related Form 10-K, shall, upon written notice from the Trustee
upon receiving direction from the Depositor, constitute an Event of Default, and the Trustee shall, in
addition to whatever rights the Trustee may have under this Agreement and at law or equity or to
damages, including injunctive relief and specific performance, upon notice immediately terminate all of
the rights and obligations of the Securities Administrator under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same
(but subject to the Securities Administrator's right to reimbursement of all amounts for which it is
entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Section 3.18. Reports Filed with Securities and Exchange Commission. (a)(i)(A) Within 15
days after each Distribution Date, the Securities Administrator shall, in accordance with industry
standards, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System
("XXXXX"), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the Monthly
Statement to be furnished by the Securities Administrator to the Certificateholders for such
Distribution Date provided that the Securities Administrator shall have received no later than 5
calendar days after the related Distribution Date, all information required to be provided to the
Securities Administrator as described in clause (a)(iv) below. Any disclosure in addition to the
Monthly Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit Q to
the Securities Administrator and the Depositor, approved for inclusion by the Depositor, and the
Securities Administrator will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Disclosure absent such reporting (other than with respect to cases in
which the Securities Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) Within 5 calendar days after the related Distribution Date, (i) the parties set
forth in Exhibit Q shall be required to provide, and the Master Servicer shall enforce the
obligations of each Servicer (to the extent provided in the related Servicing Agreement) to
provide, pursuant to Section 3.18(a)(iv) below, to the Securities Administrator and the
Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible form, or
in such other form as otherwise agreed upon by the Securities Administrator and the Depositor
and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
(C) After preparing the Form 10-D, the Securities Administrator shall forward electronically
a copy of the Form 10-D to the Master Servicer, and in the case that such Form 10-D contains
Additional Form 10-D Disclosure, to the Master Servicer and the Depositor, for review. Within
two Business Days after receipt of such copy, but no later than the 12th calendar day after the
Distribution Date (provided that, the Securities Administrator forwards a copy of the Form 10-D
no later than the 10th calendar after the Distribution Date), the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-D. In the absence of receipt of any written changes or approval,
the Securities Administrator shall be entitled to assume that such Form 10-D is in final form
and the Securities Administrator may proceed with the execution and filing of the Form 10-D.
No later than the 13th calendar day after the related Distribution Date, a duly authorized
officer of the Master Servicer shall sign the Form 10-D and, in the case where the Master
Servicer and Securities Administrator are not affiliated return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the
Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Securities Administrator will follow the procedures set forth in
Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet website,
identified in Section 6.07, a final executed copy of each Form 10-D filed by the Securities
Administrator. The signing party at the Master Servicer can be contacted as set forth in
Section 11.07. Form 10-D requires the registrant to indicate (by checking "yes" or "no") that
it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
The Depositor shall notify the Securities Administrator in writing, no later than the fifth
calendar day after the related Distribution Date with respect to the filing of a report on Form
10-D if the answer to the questions should be "no". The Securities Administrator shall be
entitled to rely on the representations in Section 2.06(g) and in any such notice in preparing,
executing and/or filing any such report. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Securities Administrator of their respective duties
under Sections 3.18(a)(i) and (v) related to the timely preparation, execution and filing of
Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the
performance of their duties under such Sections. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare, execute and/or timely file
such Form 10-D, where such failure results from a party's failure to deliver, on a timely
basis, any information from such party needed to prepare, arrange for execution or file such
Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(ii) (A) Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a "Reportable Event"), the Securities Administrator shall
prepare and file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required
by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is
otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the
paragraph immediately below, be reported by the parties set forth on Exhibit Q to the Securities
Administrator and the Depositor, approved for inclusion by the Depositor, and the Master Servicer will
have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information absent such reporting (other than with respect to cases in which the Securities
Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) For so long as the Trust is subject to the Exchange Act reporting requirements, no
later than the close of business on the second Business Day after the occurrence of a
Reportable Event (i) the parties set forth in Exhibit Q shall be required pursuant to Section
3.18(a)(iv) below to provide, and the Master Servicer will enforce the obligations of each
Servicer (to the extent provided in the related Servicing Agreement) to provide, to the
Securities Administrator and the Depositor, to the extent known by a responsible officer
thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the
Securities Administrator and the Depositor and such party, the form and substance of any Form
8-K Disclosure Information, if applicable, and (ii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. The Depositor will be responsible for any reasonable fees and
out-of-pocket expenses assessed or incurred by the Securities Administrator in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this Section.
(C) After preparing the Form 8-K, the Securities Administrator shall forward
electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No
later than the close of business New York City time on the third Business Day after the
Reportable Event, or in the case where the Master Servicer and the Securities Administrator are
unaffiliated, no later than 12:00 p.m. New York City time on the 4th Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer shall sign the Form 8-K and,
in the case where the Master Servicer and the Securities Administrator are not affiliated,
return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy
to follow by overnight mail) to the Securities Administrator. Promptly, but no later than the
close of business on the third Business Day after the Reportable Event (provided that, the
Securities Administrator forwards a copy of the Form 8-K no later than noon New York time on
the third Business Day after the Reportable Event), the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes to or approval
of such Form 8-K. In the absence of receipt of any written changes or approval, the
Securities Administrator shall be entitled to assume that such Form 8-K is in final form and
the Securities Administrator may proceed with the execution and filing of the Form 8-K. If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the
Securities Administrator will follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website, identified in Section
6.07, a final executed copy of each Form 8-K filed by the Securities Administrator. The
signing party at the Master Servicer can be contacted as set forth in Section 11.07. The
parties to this Agreement acknowledge that the performance by the Master Servicer and the
Securities Administrator of their respective duties under this Section 3.18(a)(ii) related to
the timely preparation, execution and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties under this
Section 3.18(a)(ii). Neither the Master Servicer nor the Securities Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute and/or timely file such Form 8-K, where such failure
results from a party's failure to deliver, on a timely basis, any information from such party
needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(iii) (A) Within 90 days after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the "10-K Filing Deadline") (it being understood
that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the
Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Securities Administrator within the applicable
time frames set forth in this Agreement, (I) an annual compliance statement for each Servicer, the
Master Servicer, the Securities Administrator and any subservicer or subcontractor, as applicable, as
described under Section 3.16, (II)(A) the annual reports on assessment of compliance with Servicing
Criteria for the Master Servicer, each subservicer and subcontractor Participating in the Servicing
Function, the Securities Administrator and the Custodian, as described under Section 3.17, and (B) if
any such report on assessment of compliance with Servicing Criteria described under Section 3.17
identifies any material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such report on assessment of compliance with Servicing Criteria described under
Section 3.17 is not included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (III)(A) the registered public accounting
firm attestation report for the Master Servicer, each Servicer, the Securities Administrator, each
subservicer, each subcontractor as applicable, and the Custodian, as described under Section 3.17, and
(B) if any registered public accounting firm attestation report described under Section 3.17 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any
such registered public accounting firm attestation report is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such report is not included,
and (IV) a Xxxxxxxx-Xxxxx Certification ("Xxxxxxxx-Xxxxx Certification") as described in this Section
3.18 (a)(iii)(D) below (provided, however, that the Securities Administrator, at its discretion, may
omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report
that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or
information in addition to (I) through (IV) above that is required to be included on Form 10-K
("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by
the parties set forth on Exhibit Q to the Securities Administrator and the Depositor, approved for
inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting
(other than with respect to case in which the Securities Administrator is the reporting party as set
forth in Exhibit Q) and approval.
(B) No later than March 15 of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2007, (i) the parties set forth in Exhibit Q shall be
required to provide, and the Master Servicer shall enforce the obligations of each Servicer (to
the extent provided in the related Servicing Agreement) to provide, pursuant to Section
3.18(a)(iv) below to the Securities Administrator and the Depositor, to the extent known by a
responsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and the Depositor and such party, the form and
substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.
(C) After preparing the Form 10-K, the Securities Administrator shall forward
electronically a copy of the Form 10-K to the Depositor (only in the case where such Form 10-K
includes Additional Form 10-K Disclosure and otherwise if requested by the Depositor) and the
Master Servicer for review. Within three Business Days after receipt of such copy, but no
later than March 25th (provided that, the Securities Administrator forwards a copy of the Form
10-K no later than the third Business Day prior to March 25th), the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-K. In the absence of receipt of any written changes or approval,
the Securities Administrator shall be entitled to assume that such Form 10-K is in final form
and the Securities Administrator may proceed with the execution and filing of the Form 10-K.
No later than the close of business Eastern Standard time on the 4th Business Day prior to the
10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing
function shall sign the Form 10-K and in the case where the Master Servicer and the Securities
Administrator are unaffiliated, return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the Securities Administrator.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Securities Administrator will follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website, identified in Section
6.07, a final executed copy of each Form 10-K filed by the Securities Administrator. The
signing party at the Master Servicer can be contacted as set forth in Section 11.07. Form 10-K
requires the registrant to indicate (by checking "yes" or "no") that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. The Depositor shall
notify the Securities Administrator in writing, no later than March 15th of each year in which
the Trust is subject to the requirements of the Exchange Act with respect to the filing of a
report on Form 10-K, if the answer to the questions should be "no". The Securities
Administrator shall be entitled to rely on the representations in Section 2.06(g) and in any
such notice in preparing, executing and/or filing any such report. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under Section 3.18(a)(iii) and (iv) related to the
timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under such Section,
Section 3.16 and Section 3.17. Neither the Master Servicer nor the Securities Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure
results from the Master Servicer's or the Securities Administrator's inability or failure to
receive, on a timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct. Subject to the foregoing, the Securities Administrator has no duty under
this Agreement to monitor or enforce the performance by the other parties listed on Exhibit Q
of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information.
(D) Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx Certification"),
required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act which shall be signed by
the Certifying Person and delivered to the Securities Administrator no later than March 15th of
each year in which the Trust is subject to the reporting requirements of the Exchange Act. The
Master Servicer shall cause any Servicer and any subservicer or subcontractor, to the extent
set forth in the related Servicing Agreement, engaged by it to, provide to the Person who signs
the Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by March 10 of each year in which
the Trust is subject to the reporting requirements of the Exchange Act (or such other date
specified in the related Servicing Agreement) and otherwise within a reasonable period of time
upon request, a certification (each, a "Back-Up Certification"), in the form attached hereto as
Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as
an officer, and such entity's officers, directors and Affiliates (collectively with the
Certifying Person, "Certification Parties") can reasonably rely. An officer of the Master
Servicer in charge of the master servicing function shall serve as the Certifying Person on
behalf of the Trust. Such officer of the Certifying Person can be contacted as set forth in
Section 11.07.
(iv) With respect to any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or any Form 8-K Disclosure Information (collectively, the "Additional Disclosure") relating
to the Trust Fund in the form attached hereto as Exhibit R, the Securities Administrator's obligation to
include such Additional Information in the applicable Exchange Act report is subject to receipt from the
entity that is indicated in Exhibit Q as the responsible party for providing that information, if other
than the Securities Administrator, as and when required as described in Section 3.18(a)(i) through (iii)
above. Such Additional Disclosure shall be accompanied by a notice substantially in the form of Exhibit
R. Each of the Company as a Servicer, the Master Servicer, the Sponsor, the Securities Administrator
and the Depositor hereby agrees to notify and provide, and the Master Servicer agrees to enforce the
obligations (to the extent provided in the related Servicing Agreement) to the extent known to the
Master Servicer, Sponsor, Securities Administrator and Depositor all Additional Disclosure relating to
the Trust Fund, with respect to which such party is indicated in Exhibit Q as the responsible party for
providing that information. Within five Business Days prior to each Distribution Date of each year that
the Trust is subject to the Exchange Act reporting requirements, the Depositor shall make available to
the Securities Administrator the Group I Significance Estimate and the Securities Administrator shall
use such information to calculate the Group I Significance Percentage. If the Group I Significance
Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation
AB, the Securities Administrator shall deliver written notification to the Depositor, the related
Counterparty to that effect which notification shall include a request that the related Counterparty
provide Regulation AB information to the Depositor in accordance with the related Cap Contract
Agreement. The Depositor shall be obligated to obtain from the related Counterparty any information
required under Regulation AB to the extent required under the related Cap Contract Agreement and to
provide to the Securities Administrator any information that may be required to be included in any Form
10-D, Form 8-K or Form 10-K relating to the related Cap Contract Agreement or written notification
instructing the Securities Administrator that such Additional Disclosure regarding the related
Counterparty is not necessary for such Distribution Date. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with
including any Additional Disclosure information pursuant to this Section.
So long as the Depositor is subject to the filing requirements of the Exchange Act
with respect to the Trust Fund, the Trustee shall notify the Securities Administrator and the Depositor
of any bankruptcy or receivership with respect to the Trustee or of any proceedings of the type
described under Item 1117 of Regulation AB that have occurred as of the related Due Period, together
with a description thereof, no later than the date on which such information is required of other
parties hereto as set forth under this Section 3.18. In addition, the Trustee shall notify the
Securities Administrator and the Depositor of any affiliations or relationships that develop after the
Closing Date between the Trustee and the Depositor, EMC, the Securities Administrator, the Master
Servicer, the Counterparty or the Custodian of the type described under Item 1119 of Regulation AB,
together with a description thereof, no later than March 15 of each year that the Trust is subject to
the Exchange Act reporting requirements, commencing in 2007. Should the identification of any of the
Depositor, the Sponsor, the Securities Administrator, the Master Servicer, the Counterparty or the
Custodian change, the Depositor shall promptly notify the Trustee.
(v) (A) On or prior to January 30 of the first year in which the Securities
Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file
a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act.
(B) In the event that the Securities Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by
this Agreement because required disclosure information was either not delivered to it or
delivered to it after the delivery deadlines set forth in this Agreement or for any other
reason, the Securities Administrator will promptly notify the Depositor and the Master
Servicer. In the case of Form 10-D and 10-K, the Depositor, Master Servicer and Securities
Administrator will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure information on the
next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be
amended and such amendment relates to any Additional Disclosure, the Securities Administrator
will notify the Depositor and the parties affected thereby and such parties will cooperate to
prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to
Form 8-K, 10-D or 10-K shall be signed by an appropriate officer of the Master Servicer. The
parties hereto acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under this Section 3.18(a)(v) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D
or 10-K is contingent upon the Master Servicer and the Depositor timely performing their duties
under this Section. Neither the Master Servicer nor the Securities Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
amendments to Forms 8-K, 10-D or 10-K, where such failure results from a party's failure to
deliver, on a timely basis, any information from such party needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
The Depositor agrees to promptly furnish to the Securities Administrator, from time to
time upon request, such further information, reports and financial statements within its control related
to this Agreement, the Mortgage Loans as the Securities Administrator reasonably deems appropriate to
prepare and file all necessary reports with the Commission. The Securities Administrator shall have no
responsibility to file any items other than those specified in this Section 3.18; provided, however, the
Securities Administrator will cooperate with the Depositor in connection with any additional filings
with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act. Fees and
expenses incurred by the Securities Administrator in connection with this Section 3.18 shall not be
reimbursable from the Trust Fund.
(b) In connection with the filing of any Form 10-K hereunder, in the case where
the Master Servicer and the Securities Administrator are not affiliated, the Securities Administrator
shall sign a certification (a "Form of Back-Up Certification for Form 10-K Certificate," substantially
in the form attached hereto as Exhibit L) for the Depositor regarding certain aspects of the Form 10-K
certification signed by the Master Servicer, provided, however, that the Securities Administrator shall
not be required to undertake an analysis of any accountant's report attached as an exhibit to the Form
10-K.
(c) The Securities Administrator shall indemnify and hold harmless the Company, the
Depositor and the Master Servicer and each of its officers, directors and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a breach of the Securities
Administrator's obligations under Sections 3.16, 3.17 and 3.18 or the Securities Administrator's
negligence, bad faith or willful misconduct in connection therewith. In addition, the Securities
Administrator shall indemnify and hold harmless the Depositor and the Master Servicer and each of their
respective officers, directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any Back-Up Certification, any Annual Statement of Compliance, any Assessment
of Compliance or any Additional Disclosure provided by the Securities Administrator on its behalf or on
behalf of any subservicer or subcontractor engaged by the Securities Administrator pursuant to Section
3.16, 3.17 or 3.18 (the "Securities Administrator Information"), or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading; provided, by
way of clarification, that this paragraph shall be construed solely by reference to the Securities
Administrator Information and not to any other information communicated in connection with the
Certificates, without regard to whether the Securities Administrator Information or any portion thereof
is presented together with or separately from such other information.
The Depositor shall indemnify and hold harmless the Securities Administrator and the Master
Servicer and each of its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and
other costs and expenses arising out of or based upon a breach of the obligations of the Depositor under
Sections 3.16, 3.17 and 3.18 or the Depositor's negligence, bad faith or willful misconduct in
connection therewith. In addition, the Depositor shall indemnify and hold harmless the Master Servicer,
the Securities Administrator and each of their respective officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any Additional Disclosure
provided by the Depositor that is required to be filed pursuant to this Section 3.18 (the "Depositor
Information"), or (ii) any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading; provided, by way of clarification, that this paragraph shall be construed
solely by reference to the Depositor Information that is required to be filed and not to any other
information communicated in connection with the Certificates, without regard to whether the Depositor
Information or any portion thereof is presented together with or separately from such other information.
The Master Servicer shall indemnify and hold harmless the Company, the Securities Administrator
and the Depositor and each of its respective officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach of the obligations of the
Master Servicer under Sections 3.16, 3.17 and 3.18 or the Master Servicer's negligence, bad faith or
willful misconduct in connection therewith. In addition, the Master Servicer shall indemnify and hold
harmless the Depositor and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Annual Statement of Compliance, any Assessment of
Compliance or any Additional Disclosure provided by the Master Servicer on its behalf or on behalf of
any subservicer or subcontractor engaged by the Master Servicer pursuant to Section 3.16, 3.17 or 3.18
(the "Master Servicer Information"), or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of clarification, that this
paragraph shall be construed solely by reference to the Master Servicer Information and not to any other
information communicated in connection with the Certificates, without regard to whether the Master
Servicer Information or any portion thereof is presented together with or separately from such other
information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the
Company, the Depositor, the Securities Administrator or the Master Servicer, as applicable, then the
defaulting party, in connection with any conduct for which it is providing indemnification under this
Section 3.18, agrees that it shall contribute to the amount paid or payable by the other parties as a
result of the losses, claims, damages or liabilities of the other party in such proportion as is
appropriate to reflect the relative fault and the relative benefit of the respective parties.
(d) The indemnification provisions set forth in this Section 3.18 shall survive the
termination of this Agreement or the termination of any party to this Agreement.
(e) Failure of the Master Servicer to comply with this Section 3.18 (including with
respect to the timeframes required herein) shall constitute an Event of Default, and at the written
direction of the Depositor, the Trustee shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master
Servicer for the same (but subject to the Master Servicer rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the
date of termination). Failure of the Securities Administrator to comply with this Section 3.18
(including with respect to the timeframes required in this Section) which failure results in a failure
to timely file the related Form 10-K, shall constitute a default and at the written direction of the
Depositor, the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or equity or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Securities Administrator under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities
Administrator for the same (but subject to the Securities Administrator's right to reimbursement of all
amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph
shall supersede any other provision in this Agreement or any other agreement to the contrary. In
connection with the termination of the Master Servicer or the Securities Administrator pursuant to this
Section 3.18(e) the Trustee shall be entitled to reimbursement of all costs and expenses associated with
such termination to the extent set forth in Section 9.05. Notwithstanding anything to the contrary in
this Agreement, no Event of Default by the Master Servicer or default by the Securities Administrator
shall have occurred with respect to any failure to properly prepare, execute and/or timely file any
report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K,
10-D or 10-K, where such failure results from any party's failure to deliver, on a timely basis, any
information from such party needed to prepare, arrange for execution or file any such report, Form or
amendment, and does not result from its own negligence, bad faith or willful misconduct.
(f) Notwithstanding the provisions of Section 11.02, this Section 3.18 may be amended
without the consent of the Certificateholders.
Any report, notice or notification to be delivered by the Company, the Master Servicer or the
Securities Administrator to the Depositor pursuant to this Section 3.18, may be delivered via email to
XxxXXXxxxxxxxxxxxx@xxxx.xxx or, in the case of a notification, telephonically by calling Reg AB
Compliance Manager at 000-000-0000.
Section 3.19. The Company. On the Closing Date, the Company will receive from the Depositor
a payment of $5,000.
Section 3.20. UCC. The Sponsor shall file any financing statements, continuation statements
or amendments thereto required by any change in the Uniform Commercial Code.
Section 3.21. Optional Purchase of Defaulted Mortgage Loans. (a) With respect to any
Mortgage Loan which as of the first day of a Fiscal Quarter is Delinquent in payment by 90 days or more
or is an REO Property, the Company shall have the right to purchase such Mortgage Loan from the Trust at
a price equal to the Repurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days
or more Delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option,
if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal
Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more Delinquent or
becomes an REO Property, in which case the option shall again become exercisable as of the first day of
the related Fiscal Quarter.
(b) If at any time the Company remits to the Master Servicer a payment for deposit in the
Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and the
Company provides to the Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Distribution Account, then the Trustee shall execute the
assignment of such Mortgage Loan to the Company at the request of the Company without recourse,
representation or warranty and the Company shall succeed to all of the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Company will thereupon own such Mortgage, and
all such security and documents, free of any further obligation to the Trustee or the Certificateholders
with respect thereto.
Section 3.22. Reserved.
Section 3.23. Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of
this Agreement is to facilitate compliance by the Sponsor, the Depositor and the Master Servicer with
the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the
parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties'
obligations hereunder will be supplemented and modified in writing, as agreed to and executed by the
parties hereto, as necessary to be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with
reasonable requests made by the Sponsor, or the Depositor, or the Master Servicer or the Securities
Administrator for delivery of additional or different information as the Sponsor, the Depositor, or the
Master Servicer or the Securities Administrator may determine in good faith is necessary to comply with
the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any
such changes in the parties' obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB. All costs, expenses, fees, liabilities, charges and amounts (including
legal fees) incurred by the Trustee in connection with this Section 3.23 shall be fully reimbursed to
the Trustee pursuant to Section 4.05(l).
ARTICLE IV
Accounts
Section 4.01. Protected Accounts. (a) The Master Servicer shall enforce the obligation of
each Servicer to establish and maintain a Protected Account in accordance with the applicable Servicing
Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into
which accounts shall be deposited within 48 hours (or as of such other time specified in the related
Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and with
respect to any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds and advances made from the Servicer's own funds (less servicing compensation as
permitted by the applicable Servicing Agreement in the case of any Servicer) and all other amounts to be
deposited in the Protected Account. Servicing Compensation in the form of assumption fees, if any, late
payment charges, as collected, if any, or otherwise (exclusive of any Prepayment Charges with regards to
the Group I Mortgage Loans, but inclusive of any Prepayment Charges with regards to the Group II
Mortgage Loans) shall be retained by the applicable Servicer and shall not be deposited in the Protected
Account. The Servicer is hereby authorized to make withdrawals from and deposits to the related
Protected Account for purposes required or permitted by this Agreement. To the extent provided in the
related Servicing Agreement, the Protected Account shall be held by a Designated Depository Institution
and segregated on the books of such institution in the name of the Trustee for the benefit of
Certificateholders.
(b) To the extent provided in the related Servicing Agreement, amounts on deposit in a
Protected Account may be invested in Permitted Investments in the name of the Trustee for the benefit of
Certificateholders and, except as provided in the preceding paragraph, not commingled with any other
funds. Such Permitted Investments shall mature, or shall be subject to redemption or withdrawal, no
later than the date on which such funds are required to be withdrawn for deposit in the Distribution
Account, and shall be held until required for such deposit. The income earned from Permitted
Investments made pursuant to this Section 4.01 shall be paid to the related Servicer under the
applicable Servicing Agreement, and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the related
Servicer. The related Servicer (to the extent provided in the Servicing Agreement) shall deposit the
amount of any such loss in the Protected Account within two Business Days of receipt of notification of
such loss but not later than the second Business Day prior to the Distribution Date on which the moneys
so invested are required to be distributed to the Certificateholders.
(c) To the extent provided in the related Servicing Agreement and subject to this Article
IV, on or before each Servicer Remittance Date, the related Servicer shall withdraw or shall cause to be
withdrawn from its Protected Accounts and shall immediately deposit or cause to be deposited in the
Distribution Account amounts representing the following collections and payments (other than with
respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date) with
respect to each Loan Group or Sub-Loan Group, as applicable:
(i) Scheduled Payments on the Mortgage Loans received or any related portion
thereof advanced by such Servicer pursuant to its Servicing Agreement which were due during or before
the related Due Period, net of the amount thereof comprising its Servicing Fee or any fees with respect
to any lender-paid primary mortgage insurance policy;
(ii) Full Principal Prepayments and any Liquidation Proceeds received by such
Servicer with respect to the Mortgage Loans in the related Prepayment Period (or, in the case of
Subsequent Recoveries, during the related Due Period), with interest to the date of prepayment or
liquidation, net of the amount thereof comprising its Servicing Fee;
(iii) Partial Principal Prepayments received by such Servicer for the Mortgage Loans
in the related Prepayment Period;
(iv) Any amount to be used as a Monthly Advance or any Compensating Interest
Payments; and
(v) Any amounts required to be paid by the Servicers under the related Servicing
Agreements with respect to clauses (a) and (b) of the definition of Interest Shortfall with respect to
the related Mortgage Loans for the related Distribution Date.
(d) Withdrawals may be made from an Account only to make remittances as provided in
Section 4.01(c), 4.04 and 4.05; to reimburse the Master Servicer or a Servicer for Monthly Advances which
have been recovered by subsequent collections from the related Mortgagor; to remove amounts deposited in
error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and
terminate the account at the termination of this Agreement in accordance with Section 10.01. As
provided in Sections 4.01(c) and 4.04(b) certain amounts otherwise due to the Servicers may be retained
by them and need not be deposited in the Distribution Account.
(e) The Master Servicer shall not itself waive (or authorize a Servicer to waive, unless
such Servicer is allowed to waive in accordance with the terms of the related Servicing Agreement) any
Prepayment Charge that the Trust would otherwise be entitled to unless: (i) the enforceability thereof
shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or
federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage
debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such
waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the Master Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment Charge and the related
Mortgage Loan. In no event will the Master Servicer itself waive a Prepayment Charge in connection with
a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default.
If a Prepayment Charge is waived by the Master Servicer, but does not meet the standards described
above, then the Master Servicer is required to pay the amount of such waived Prepayment Charge by
depositing such amount into the Distribution Account by the immediately succeeding Distribution Account
Deposit Date.
Section 4.02. [Reserved].
Section 4.03. [Reserved].
Section 4.04. Distribution Account. (a) The Securities Administrator shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders, the Distribution Account
as a segregated trust account or accounts.
(b) The Master Servicer and the Securities Administrator will each deposit in the
Distribution Account as identified and as received by each of them, the following amounts:
(i) Any amounts received from the Servicers and constituting Available Funds;
(ii) Any Monthly Advance and any Compensating Interest Payments required to be made
by the Master Servicer pursuant to this Agreement;
(iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the Master Servicer or which were not deposited in a Protected Account;
(iv) The Repurchase Price with respect to any Mortgage Loans purchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts
which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a Repurchase Price
in connection with the tender of a Substitute Mortgage Loan by the Sponsor, the Repurchase Price with
respect to any Mortgage Loans purchased by the Company pursuant to Section 3.21, and all proceeds of any
Mortgage Loans or property acquired with respect thereto repurchased by the Depositor or its designee
pursuant to Section 10.01;
(v) Any amounts required to be deposited with respect to losses on investments of
deposits in an Account;
(vi) Any amounts received by the Master Servicer or Securities Administrator, or
required to be paid by the Master Servicer, in connection with any Prepayment Charge on the Prepayment
Charge Loans; and
(vii) Any other amounts received by or on behalf of the Master Servicer and required
to be deposited in the Distribution Account pursuant to this Agreement.
(c) All amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the Certificateholders in
accordance with the terms and provisions of this Agreement.
(d) The requirements for crediting the Distribution Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of
(i) late payment charges or assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges and (ii) the items enumerated in Section 4.05 with
respect to the Securities Administrator, the Master Servicer and the Servicers, need not be credited by
the Master Servicer or the Servicers to the Distribution Account. Amounts received by the Master
Servicer or the Securities Administrator in connection with Prepayment Charges on the Prepayment Charge
Loans shall be deposited into the Class XP Reserve Account by such party upon receipt thereof. In the
event that the Master Servicer or the Securities Administrator shall deposit or cause to be deposited to
the Distribution Account any amount not required to be credited thereto, the Securities Administrator,
upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall
promptly transfer such amount to the Master Servicer, any provision herein to the contrary
notwithstanding.
(e) The Distribution Account shall constitute a trust account of the Trust Fund segregated
on the books of the Securities Administrator and held by the Securities Administrator in trust in its
Corporate Trust Office, and the Distribution Account and the funds deposited therein shall not be
subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or
depositors of the Securities Administrator or the Master Servicer (whether made directly, or indirectly
through a liquidator or receiver of the Securities Administrator or the Master Servicer). The
Distribution Account shall be an Eligible Account. The amount at any time credited to the Distribution
Account, if invested, shall be invested in the name of the Trustee, in such Permitted Investments
selected by the Master Servicer or the Depositor. The Master Servicer or the Depositor shall select the
Permitted Investments for the funds on deposit in the Distribution Account. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next
succeeding Distribution Date if the obligor for such Permitted Investment is the Securities
Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution
Date, in the case of Permitted Investments for the benefit of the Master Servicer and the Depositor.
With respect to the Distribution Account and the funds deposited therein, the Securities Administrator
shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to
the priorities afforded to such a trust account (in addition to a claim against the estate of the
Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable,
or any applicable comparable state statute applicable to state chartered banking corporations.
(f) Any and all investment earnings and losses on amounts on deposit in the Distribution
Account shall be for the account of the Master Servicer. The Master Servicer from time to time shall be
permitted to withdraw or receive distribution of any and all investment earnings from the Distribution
Account on behalf of itself. The risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the Master
Servicer based on the Permitted Investments on which such loss is incurred. The Master Servicer shall
deposit the amount of any such loss in the Distribution Account within two Business Days of receipt of
notification of such loss but not later than the Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders.
(g) In the event that the Master Servicer and Securities Administrator are no longer
affiliated, the Master Servicer shall establish and maintain an account separate from the Distribution
Account into which any funds remitted by the Company and Servicers will be deposited. No later than
noon New York time on the Business Day prior to each Distribution Date, the Master Servicer shall remit
any such funds to the Paying Agent for deposit in the Distribution Account. The Master Servicer shall
make the following permitted withdrawals and transfers from such account:
(i) The Master Servicer will, from time to time on demand of the Company, a
Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from
the account as the Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and terminate the account
pursuant to Section 10.01 and remove amounts from time to time deposited in error.
(ii) On an ongoing basis, the Master Servicer shall withdraw from the account
(i) any expenses, costs and liabilities recoverable by the Trustee, the Master Servicer, the Securities
Administrator or any Custodian pursuant to Sections 3.03, 7.04 and 9.05 and (ii) any amounts payable to
the Master Servicer as set forth in Section 3.14; provided, however, that the Master Servicer shall be
obligated to pay from its own funds any amounts which it is required to pay under Section 7.03(a).
(iii) In addition, on or before each Business Day prior to each Distribution Date,
the Master Servicer shall deposit in the Distribution Account (or remit to the Securities Administrator
for deposit therein) any Monthly Advances required to be made by the Master Servicer with respect to the
Mortgage Loans.
(iv) No later than noon New York time on each Business Day prior to each
Distribution Date, the Master Servicer will transfer all Available Funds on deposit in the account with
respect to the related Distribution Date to the Paying Agent for deposit in the Distribution Account.
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account. The
Securities Administrator will, from time to time on demand of the Master Servicer (or with respect to
clause (l) hereto, on demand of the Trustee, the Securities Administrator or the Custodian), make or
cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has
designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as
the Securities Administrator deems necessary for the following purposes:
(a) to reimburse the Master Servicer or any Servicer for any
Monthly Advance of its own funds, the right of the Master Servicer or a Servicer to reimbursement
pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan
(including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation
Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage
Loan with respect to which such Monthly Advance was made;
(b) to reimburse the Master Servicer or any Servicer from Insurance Proceeds or
Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer
or such Servicer in good faith in connection with the restoration of the related Mortgaged Property
which was damaged by an Uninsured Cause or in connection with the liquidation of such Mortgage Loan;
(c) to reimburse the Master Servicer or any Servicer from Insurance Proceeds
relating to a particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
and to reimburse the Master Servicer or such Servicer from Liquidation Proceeds from a particular
Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the
Master Servicer shall not be entitled to reimbursement for Liquidation Expenses with respect to a
Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage Loan were paid as Excess
Liquidation Proceeds pursuant to clause (xi) of this Section 4.05(a) to the Master Servicer; and (ii)
such Liquidation Expenses were not included in the computation of such Excess Liquidation Proceeds;
(d) to pay the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds
or Insurance Proceeds received in connection with the liquidation of any Mortgage Loan, the amount which
the Master Servicer or such Servicer would have been entitled to receive under clause (ix) of this
Section 4.05(a) as servicing compensation on account of each defaulted scheduled payment on such
Mortgage Loan if paid in a timely manner by the related Mortgagor;
(e) to pay the Master Servicer or any Servicer from the Repurchase Price for any Mortgage
Loan, the amount which the Master Servicer or such Servicer would have been entitled to receive under
clause (ix) of this Section 4.05(a) as servicing compensation;
(f) to reimburse the Master Servicer or any Servicer for advances of funds (other than
Monthly Advances) made with respect to the Mortgage Loans, and the right to reimbursement pursuant to
this clause being limited to amounts received on the related Mortgage Loan (including, for this purpose,
the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of the payments for which such advances were made;
(g) to reimburse the Master Servicer or any Servicer for any Nonrecoverable Advance that
has not been reimbursed pursuant to clauses (i) and (vi);
(h) to pay the Master Servicer as set forth in Section 3.14;
(i) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and
reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d);
(j) to pay to the Master Servicer, as additional servicing compensation, any
Excess Liquidation Proceeds to the extent not retained by the related Servicer;
(k) to reimburse or pay any Servicer any such amounts as are due thereto under the
applicable Servicing Agreement and have not been retained by or paid to the Servicer, to the extent
provided in the related Servicing Agreement;
(l) to reimburse the Trustee, the Securities Administrator or the Custodian for expenses,
costs and liabilities incurred by or reimbursable to it pursuant to this Agreement;
(m) to remove amounts deposited in error;
(n) to clear and terminate the Distribution Account pursuant to Section 10.01; and
(o) to pay the Depositor as set forth in Section 4.04(e).
(p) The Securities Administrator shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis and shall provide a copy to the Securities Administrator, for the
purpose of accounting for any reimbursement from the Distribution Account pursuant to clauses (i)
through (vi) and (viii) or with respect to any such amounts which would have been covered by such
clauses had the amounts not been retained by the Master Servicer without being deposited in the
Distribution Account under Section 4.04(b). Reimbursements made pursuant to clauses (vii), (ix), (xi)
and (xii) will be allocated between the Loan Groups or Sub-Loan Groups, as applicable, pro rata based on
the aggregate Stated Principal Balances of the Mortgage Loans in each Loan Group or Sub-Loan Group, as
applicable.
(q) On each Distribution Date, the Securities Administrator shall distribute the
Interest Funds, Principal Funds and Available Funds to the extent on deposit in the Distribution Account
for each Loan Group or Sub-Loan Group, as applicable, to the Holders of the related Certificates in
accordance with Article VI.
Section 4.06. Reserve Fund.
(a) On or before the Closing Date, the Securities Administrator shall
establish one or more segregated trust accounts (the "Reserve Fund") in the name of the Trustee on
behalf of the Holders of the Group I Certificates and the Class B-IO Certificates. The Reserve Fund must
be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, Citibank, N.A. as Trustee
f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx ALT-A Trust 2006-7,
Mortgage Pass-Through Certificates, Series 2006-7." The Securities Administrator shall demand payment
of all money payable by the Counterparty under the Cap Contracts. The Securities Administrator shall
deposit in the Reserve Fund all payments received by it from the Counterparty pursuant to the Cap
Contracts and, prior to distribution of such amounts pursuant to Section 6.01(a), all payments described
under the Ninth and Tenth clauses of Section 6.01(a). All Cap Contract Payment Amounts received from
Cap Contracts benefiting the Holders of the Group I Certificates and the amounts described in the Ninth
and Tenth clauses of Section 6.01(a) deposited to the Reserve Fund shall be held by the Securities
Administrator in the name of the Trustee on behalf of the Trust, in trust for the benefit of the Holders
of the Group I Certificates and the Class B-IO Certificateholders in accordance with the terms and
provisions of this Agreement. On each Distribution Date, the Securities Administrator shall distribute
amounts on deposit in the Reserve Fund to the Group I and Class B-IO Certificateholders in accordance
with the Ninth and Tenth clauses of Section 6.01(a) and Section 6.01(b).
(b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-7
REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve
Fund. For federal income tax purposes, the Class B-IO Certificateholders shall be the beneficial owners
of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under
the Ninth and Tenth clauses of Section 6.01(a) and Section 6.01(b) and shall report items of income,
deduction, gain or loss arising therefrom. For federal income tax purposes, (i) amounts distributed to
Group I Certificateholders pursuant to the Ninth and Tenth clauses of Section 6.01(a) and Section
6.01(b) will be treated as first distributed to the Class B-IO Certificateholders and then paid from the
Class B-IO Certificateholders to the applicable Group I Certificateholders. Amounts in the Reserve Fund
held in trust for the benefit of the Group I and Class B-IO Certificateholders shall, at the written
direction of the Class B-IO Certificateholders, be invested in Permitted Investments that mature no
later than the Business Day prior to the next succeeding Distribution Date. If no written direction is
received, the amounts in the Reserve Fund shall remain uninvested. Any losses on such Permitted
Investments shall not in any case be a liability of the Securities Administrator but an amount equal to
such losses shall be given by the Class B-IO Certificateholders to the Securities Administrator out of
such Certificateholders' own funds immediately as realized, for deposit by the Securities Administrator
into the Reserve Fund. To the extent that the Class B-IO Certificateholders have provided the
Securities Administrator with such written direction to invest such funds in Permitted Investments, on
each Distribution Date the Securities Administrator shall distribute all net income and gain from such
Permitted Investments in the Reserve Fund to the Class B-IO Certificateholders, not as a distribution in
respect of any interest in any 2006-7 REMIC. All amounts earned on amounts on deposit in the Reserve
Fund held in trust for the benefit of the Group I and Class B-IO Certificateholders shall be taxable to
the Class B-IO Certificateholders.
Section 4.07. Class XP Reserve Account. (a) The Securities Administrator shall establish
and maintain with itself a separate, segregated trust account, which shall be an Eligible Account,
titled "Reserve Account, Xxxxx Fargo Bank, National Association, as Securities Administrator f/b/o Bear
Xxxxxxx ALT-A Trust 2006-7, Mortgage Pass-Through Certificates, Series 2006-7, Class XP". On the Closing
Date, the Depositor shall deposit $100 into the Class XP Reserve Account. Funds on deposit in the Class
XP Reserve Account shall be held in trust by the Securities Administrator for the holders of the Class
XP Certificates.
(b) Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the
Business Day prior to each Distribution Date, the Securities Administrator shall withdraw the amount
then on deposit in the Class XP Reserve Account and deposit such amount into the Distribution Account to
be distributed to the Holders of the Class XP Certificates in accordance with Section 6.01(c) and with
regards to the initial $100 deposit, this Section 4.07. The initial $100 deposited in the Class XP
Reserve Account shall be applied to the Class XP Certificates on a pro rata basis based upon the initial
certificate balances stated on the Class XP Certificates. In addition, on the earlier of (x) the
Business Day prior to the Distribution Date on which all the assets of the Trust Fund are repurchased as
described in Section 10.01(a) and (y) the Business Day prior to the Distribution Date occurring in
December 2011, the Securities Administrator shall withdraw the amount on deposit in the Class XP Reserve
Account, deposit such amount into the Distribution Account and remit such amount to the Securities
Administrator and provide written instruction to the Securities Administrator to pay such amount to the
Class XP Certificates in accordance with this Section 4.07 and Section 6.01(c) and following such
withdrawal the Class XP Reserve Account shall be closed.
ARTICLE V
Certificates
Section 5.01. Certificates. (a) The Depository, the Depositor and the Securities
Administrator have entered into a Depository Agreement dated as of the Closing Date (the "Depository
Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual
Certificates and as provided in Section 5.01(b), the Certificates shall at all times remain registered
in the name of the Depository or its nominee and at all times: (i) registration of such Certificates
may not be transferred by the Securities Administrator except to a successor to the Depository;
(ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iii) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (iv) the Securities
Administrator shall deal with the Depository as representative of such Certificate Owners of the
respective Class of Certificates for purposes of exercising the rights of Certificateholders under this
Agreement, and requests and directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the
Securities Administrator may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants.
The Residual Certificates and the Private Certificates are initially Physical Certificates. If
at any time the Holders of all of the Certificates of one or more such Classes request that the
Securities Administrator cause such Class to become Global Certificates, the Securities Administrator
and the Depositor will take such action as may be reasonably required to cause the Depository to accept
such Class or Classes for trading if it may legally be so traded.
All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and
any Global Certificates shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall
only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal procedures.
(b) If (i)(A) the Depositor advises the Securities Administrator in writing that the
Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B)
the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its
option advises the Securities Administrator in writing that it elects to terminate the book-entry system
through the Depository, the Securities Administrator shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability of definitive, fully
registered Certificates to Certificate Owners requesting the same. Upon surrender to the Securities
Administrator of the Certificates by the Depository, accompanied by registration instructions from the
Depository for registration, the Securities Administrator shall issue the definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner
materially adversely affected thereby may at its option request a definitive Certificate evidencing such
Certificate Owner's interest in the related Class of Certificates. In order to make such request, such
Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository
or the related Depository Participant with directions for the Securities Administrator to exchange or
cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent
interest in fully registered definitive form. Upon receipt by the Securities Administrator of
instructions from the Depository directing the Securities Administrator to effect such exchange (such
instructions to contain information regarding the Class of Certificates and the Certificate Principal
Balance being exchanged, the Depository Participant account to be debited with the decrease, the
registered holder of and delivery instructions for the definitive Certificate, and any other information
reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct
the Depository to reduce the related Depository Participant's account by the aggregate Certificate
Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and
deliver, in accordance with the registration and delivery instructions provided by the Depository, a
Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and
(iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction
in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the
definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for any delay in the
delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and
shall be protected in relying on, such instructions.
(c) (i) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the designation, Uncertificated
Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC I and the designation and Certificate Principal Balance of the Class R Certificates allocable to
Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated.
Initial
Class Designation for each REMIC I Type of Uncertificated Uncertificated
Interest Interest Pass-Through Rate Principal Balance
------------------------------------ ------------- --------------------- ----------------------
Y-1 Regular Variable(1) $83,017.88
Y-2 Regular Variable(2) $234,455.85
Y-3 Regular Variable(3) $29,561.11
Z-1 Regular Variable(1) $165,965,614.01
Z-2 Regular Variable(2) $468,677,234.93
Z-3 Regular Variable(3 $59,092,655.28
Component I of the Class R
Certificates Residual (4) $0
_______________________
(1) Interest distributed to REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group II-1 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2) Interest distributed to REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-2 Mortgage Loans on
the applicable Uncertificated Principal Balance outstanding immediately before such Distribution
Date.
(3) Interest distributed to REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group II-3 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(4) Component I of the Class R Certificates will not bear interest.
(ii) As provided herein, the REMIC Administrator will
make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and
any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC II." Component II of the Class R Certificates will represent the sole Class of
"residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC II and the designation and
Certificate Principal Balance of the Class R Certificates allocable to Component II of the Class R
Certificates. None of the REMIC II Regular Interests will be certificated.
Initial
Class Designation for each REMIC Type of Uncertificated Uncertificated
II Interest Interest Pass-Through Rate Principal Balance
------------------------------------ ------------- --------------------- ----------------------
II-1A Regular Variable(1) $154,010,000.00
II-2A Regular Variable(2) $243,996,000.00
II-2A-1B Regular Variable(2) $190,919,000.00
II-3A Regular Variable(3) $54,835,000.00
LT1 Regular Variable(4) $27,064,869.20
LT2 Regular Variable(4) $1,283.00
LT3 Regular 0.00% $1,423.90
LT4 Regular Variable(5) $1,423.90
II-B-2 Regular Variable(4) $7,635,000.00
II-B-3 Regular Variable(4) $5,899,000.00
II-B-4 Regular Variable(4) $3,818,000.00
II-B-5 Regular Variable(4) $3,123,000.00
II-B-6 Regular Variable(4) $2,778,539.06
Component II of the Class R
Certificates Residual (6) $0
_______________________
(1) REMIC II Regular Interest II-1A will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-1 Mortgage Loans.
(2) REMIC II Regular Interests II-2A and II-2A-1B will bear interest at a variable Pass-Through Rate
equal to the weighted average of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans.
(3) REMIC II Regular Interests II-3A will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-3 Mortgage Loans.
(4) REMIC II Regular Xxxxxxxxx XX0, XX0, XX-X-0, XX-X-0, XX-X-0, XX-X-0 and II-B-6 will each bear
interest at a variable Pass-Through Rate equal to the weighted average of the weighted average Net
Rate of the Mortgage Loans in each Sub-Loan Group in Loan Group II weighted in proportion to the
excess of the aggregate Stated Principal Balance of each Sub-Loan Group over the aggregate
Certificate Principal Balance of the related Senior Certificates (other than the Senior Interest
Only Certificates).
(5) REMIC II Regular Interest LT4 will bear interest at a variable Pass-Through Rate equal to twice the
weighted average of the weighted average Net Rate of the Mortgage Loans in each Sub-Loan Group in
Loan Group II weighted in proportion to the excess of the aggregate Stated Principal Balance of
each Sub-Loan Group over the aggregate Certificate Principal Balance of the related Senior
Certificates (other than the Senior Interest Only Certificates).
(6) Component II of the Class R Certificates will not bear interest.
(iii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group I Loans and certain other related assets subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III." Component III of the Class R Certificates will represent the sole Class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC III and the designation
and Certificate Principal Balance of the Class R Certificates allocable to Component III of the Class R
Certificates. None of the REMIC III Regular Interests will be certificated.
Initial
Class Designation for each REMIC Type of Uncertificated Uncertificated
III Interest Interest Pass-Through Rate Principal Balance
------------------------------------ ------------- --------------------- ----------------------
LT1 Regular Variable(1) $575,746,901.52
LT2 Regular Variable(1) $19,987.18
LT3 Regular 0.00% $37,597.03
LT4 Regular Variable(2) $37,597.03
Component III of the Class R
Certificates Regular (3) $0
____________________
(1) REMIC III Regular Interests LT1 and LT2 will bear interest at a variable rate equal to the weighted
average of the Net Rates on the Group I Mortgage Loans.
(2) REMIC III Regular Interest LT4 will bear interest at a variable rate equal to twice the weighted
average of the Net Rates on the Group I Mortgage Loans.
(3) Component III of the Class R Certificates will not bear interest.
(ii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC II Regular Interests and the REMIC III Regular
Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC IV." Component IV of the Class R Certificates will represent the
sole Class of "residual interests" in REMIC IV for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate
(which is also the Pass-Through Rate for the Related Certificates) and initial Uncertificated Principal
Balance for each of the "regular interests" in REMIC IV, and the designation and Certificate Principal
Balance of the Class R Certificates allocable to Component IV of the Class R Certificates.
Class Designation for Type of Initial Uncertificated Uncertificated Pass-Through
each REMIC IV Interest Interest Principal Balance Rate
Rate
I-A-1 Regular $475,358,000.00 (1)
I-A-2 Regular $57,584,000.00 (1)
II-1A-1 Regular $141,971,000.00 (2)
II-1A-2 Regular $12,039,000.00 (2)
II-1X-1 Regular $0.00 (3)
II-2A-1A Regular $210, 000,000.00 (4)
II-2A-1B Regular $190,919,000.00 (5)
II-2A-2 Regular $33,996,000.00 (4)
II-2X-1 Regular $0.00 (7)
II-2X-2 Regular $0.00 (7)
II-2X-3 Regular $0.00 (7)
II-2X-4 Regular $0.00 (7)
II-2X-5 Regular $0.00 (7)
II-3A-1 Regular $50,549,000.00 (8)
II-3A-2 Regular $4,286,000.00 (8)
II-3X-1 Regular $0.00 (9)
II-B-1 Regular $27,069,000.00 (10)
II-BX-1 Regular $0.00 (11)
II-B-2 Regular $7,635,000.00 (12)
II-B-3 Regular $5,899,000.00 (12)
II-B-4 Regular $3,818,000.00 (12)
II-B-5 Regular $3,123,000.00 (12)
II-B-6 Regular $2,778,539.06 (12)
I-M-1 Regular $14,108,000.00 (1)
I-M-2 Regular $10,941,000.00 (1)
I-B-1 Regular $7,486,000.00 (1)
I-B-2 Regular $2,879,000.00 (1)
I-B-3 Regular $3,455,000.00 (1)
XP Regular $100.00 (13)
B-IO-I and B-IO-P Regular $4,030,982.76 (14)
Component IV of the
Class R Certificates Residual $0.00 (15)
__________________
(1) REMIC IV Regular Interests X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0 and I-B-3 will bear interest
at a variable rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 11.50%
and (iii) the Net Rate Cap.
(2) On or prior to the Distribution Date in August 2011, REMIC IV Regular Interests II-1A-1 and II-1A-2
will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates
of the Sub-Loan Group II Mortgage Loans minus 0.745% per annum. After the Distribution Date in
August 2011, REMIC IV Regular Interests II-1A-1 and II-1A-2 will bear interest at a variable
Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-1
Mortgage Loans.
(3) On or prior to the Distribution Date in August 2011, REMIC IV Regular Interest II-1X-1 will bear
interest at a fixed Pass-Through Rate equal to 0.745% per annum based on a notional amount equal to
the aggregate Certificate Principal Balance of REMIC IV Regular Interests II-1A-1 and II-1A-2.
After the Distribution Date in August 2011, REMIC IV Regular Interest II-1X-1 will not bear any
interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(4) On or prior to the Distribution Date in August 2013, REMIC IV Regular Interests II-2A-1A and
II-2A-2 will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net
Rates of the Sub-Loan Group II-2 Mortgage Loans minus 0.690% per annum. After the Distribution
Date in August 2013, REMIC IV Regular Interests II-2A-1A and II-2A-2 will bear interest at a
variable Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group
II-2 Mortgage Loans.
(5) On or prior to the Distribution Date in August 2013, REMIC IV Regular Interest II-2A-1B will bear
interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the
Sub-Loan Group II-2 Mortgage Loans minus 0.890% per annum. After the Distribution Date in August
2013, REMIC IV Regular Interests II-2A-1B will bear interest at a variable Pass-Through Rate equal
to the weighted average of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans.
(6) On or prior to the Distribution Date in August 2013, REMIC IV Regular Interest II-2X-1 will bear
interest at a fixed Pass-Through Rate equal to 0.690% per annum based on a notional amount equal to
the aggregate Certificate Principal Balance of REMIC IV Regular Interests II-2A-1A and II-2A-2.
After the Distribution Date in August 2013, REMIC IV Regular Interest II-2X-1 will not bear any
interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(7) On or prior to the Distribution Date in August 2013, each of REMIC IV Regular Interests II-2X-2,
II-2X-3, II-2X-4 and II-2X-5 will bear interest at a fixed Pass-Through Rate equal to 0.490%,
0.200%, 0.100% and 0.100%, respectively, per annum based on a notional amount equal to the
Certificate Principal Balance of REMIC IV Regular Interest II-2A-1B. After the Distribution Date
in August 2013, each of REMIC IV Regular Interests II-2X-2, II-2X-3, II-2X-4 and II-2X-5 will not
bear any interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(8) On or prior to the Distribution Date in August 2016, REMIC IV Regular Interests II-3A-1 and II-3A-2
will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates
of the Sub-Loan Group II-3 Mortgage Loans minus 0.540% per annum. After the Distribution Date in
August 2016, REMIC IV Regular Interests II-3A-1 and II-3A-2 will bear interest at a variable
Pass-Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group II-3
Mortgage Loans.
(9) On or prior to the Distribution Date in August 2016, REMIC IV Regular Interest II-3X-1 will bear
interest at a fixed Pass-Through Rate equal to 0.540% per annum based on a notional amount equal to
the aggregate Certificate Principal Balance of REMIC IV Regular Interests II-3A-1 and II-3A-2.
After the Distribution Date in August 2016, REMIC IV Regular Interest II-3X-1 will not bear any
interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.
(10) On or prior to the Distribution Date in August 2011, REMIC IV Regular Interest II-B-1 will bear
interest at a variable Pass-Through Rate equal to the weighted average of the weighted average Net
Rate of the Mortgage Loans in each Sub-Loan Group in Loan Group II weighted in proportion to the
excess of the aggregate Stated Principal Balance of the Mortgage Loans included in each Sub-Loan
Group over the aggregate Certificate Principal Balance of the related Senior Certificates (other
than the Senior Interest Only Certificates) minus approximately 0.345%. After the Distribution
Date in August 2011 up to and including the Distribution Date in August 2013, REMIC IV Regular
Interest II-B-1 will bear interest at a variable Pass-Through rate equal to the weighted average of
the weighted average Net Rate of the Mortgage Loans in each Sub-Loan Group in Loan Group II
weighted in proportion to the excess of the aggregate Stated Principal Balance of the Mortgage
Loans included in each Sub-Loan Group over the aggregate Certificate Principal Balance of the
related Senior Certificates (other than the Class II-X Certificates) minus approximately 0.345%
multiplied by a fraction, whose numerator is the sum for each of Sub-Loan Group II-2 and Sub-Loan
Group II-3 of the excess of the aggregate Stated Principal Balance of such Sub-Loan Group over the
aggregate Certificate Principal Balance of the related Senior Certificates, and whose denominator
is the excess of the aggregate principal balance of the Group II Mortgage Loans over the aggregate
Certificate Principal Balance of the related Senior Certificates. After the Distribution Date in
August 2013 up to and including the Distribution Date in August 2016, REMIC IV Regular Interest
II-B-1 will bear interest at a variable Pass-Through rate equal to the weighted average of the
weighted average Net Rate of the Mortgage Loans in each Sub-Loan Group in Loan Group II weighted in
proportion to the excess of the aggregate Stated Principal Balance of the Mortgage Loans included
in each Sub-Loan Group over the aggregate Certificate Principal Balance of the related Senior
Certificates (other than the Class II-X Certificates) minus approximately 0.345% multiplied by a
fraction, whose numerator is the excess of the aggregate Stated Principal Balance of Sub-Loan Group
II-3 over the aggregate Certificate Principal Balance of the related Senior Certificates, and whose
denominator is the excess of the aggregate principal balance of the Group II Mortgage Loans over
the aggregate Certificate Principal Balance of the related Senior Certificates. After the
Distribution Date in August 2016, REMIC IV Regular Interest II-B-1 will bear interest at a variable
Pass-Through rate equal to the weighted average of the weighted average Net Rate of the Mortgage
Loans in each Sub-Loan Group in Loan Group II weighted in proportion to the excess of the aggregate
Stated Principal Balance of the Mortgage Loans included in each Sub-Loan Group over the aggregate
Certificate Principal Balance of the related Senior Certificates (other than the Senior Interest
Only Certificates).
For federal income tax purposes, the foregoing Pass-Through Rate shall be expressed as a per annum
rate equal to the percentage equivalent of a fraction, (A) the numerator of which is the sum of (1)
the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the related Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT1, (2) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2
minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC II Regular Interest LT2, and (3) the Uncertificated Pass-Through Rate for REMIC II
Regular Interest LT4 minus twice the related Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT4, and (B) the denominator of which
is the aggregate principal balance of REMIC II Regular Interests LT1, LT2, LT3 and LT4.
(11) On or prior to the Distribution Date in August 2011, the REMIC IV Regular Interest II-BX-1 will
bear interest at approximately 0.345%. After the Distribution Date in August 2011 up to and
including the Distribution Date in August 2013, the REMIC IV Regular Interest II-BX-1 will bear
interest at approximately 0.345% multiplied by a fraction, whose numerator is the sum for each of
Sub-Loan Group II-2 and Sub-Loan Group II-3 of the excess of the aggregate Certificate Principal
Balance of such Sub-Loan Group over the aggregate Certificate Principal Balance of the related
Senior Certificates , and whose denominator is the excess of the aggregate principal balance of the
Group II Mortgage Loans over the aggregate Certificate Principal Balance of the related Senior
Certificates. After the Distribution Date in August 2013 up to and including the Distribution Date
in August 2016, the REMIC IV Regular Interest II-BX-1 will bear interest at approximately 0.345%
multiplied by a fraction, whose numerator is the excess of the aggregate Stated Principal Balance
of Sub-Loan Group II-3 over the aggregate Certificate Principal Balance of the related Senior
Certificates, and whose denominator is the excess of the aggregate principal balance of the Group
II Mortgage Loans over the aggregate Certificate Principal Balance of the related Senior
Certificates. After the Distribution Date in August 2016, the REMIC IV Regular Interest II-BX-1
Regular Interest will not bear any interest.
(12) REMIC IV Regular Xxxxxxxxx XX-X-0, XX-X-0, XX-X-0, XX-X-0 and II-B-6 will each bear interest
at a variable Pass-Through Rate equal to the weighted average of the weighted average Net Rate of
the Mortgage Loans in each Sub-Loan Group in Loan Group II weighted in proportion to the excess of
the aggregate Stated Principal Balance of the Mortgage Loans in each Sub-Loan Group over the
aggregate Certificate Principal Balance of the related Senior Certificates (other than the Senior
Interest Only Certificates).
(13) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled
to receive Prepayment Charges collected with respect to the Prepayment Charge Loans.
(14) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO
Pass-Through Rate on its Notional Amount. Amounts paid, or deemed paid, to the Class B-IO
Certificates shall be deemed to first be paid to REMIC IV Regular Interest B-IO-I in reduction of
accrued and unpaid interest thereon until such accrued and unpaid interest shall have been reduced
to zero and shall then be deemed paid to REMIC IV Regular Interest B-IO-P in reduction of the
principal balance thereof.
(15) Component IV of the Class R Certificates will not bear interest.
(vi) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of REMIC IV Regular Interests B-IO-I and B-IO-P and any proceeds
thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC V." The Class R-X Certificates will represent the sole Class of "residual
interests" in REMIC V for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for the single "regular interest" in REMIC V and the designation and
Certificate Principal Balance of the Class R-X Certificates.
Initial
Class Designation for each REMIC Type of Uncertificated Uncertificated
V Interest Interest Principal Balance Pass-Through Rate
B-IO Regular $4,030,982.76 (1)
Class R-X Certificates Residual $0 (2)
(1) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO
Pass-Through Rate on its Notional Amount. The REMIC V Regular Interest will not have an
Uncertificated Pass-Through Rate, but will be entitled to 100% of all amounts distributed or deemed
distributed on REMIC IV Regular Interests B-IO-I and B-IO-P.
(2) The Class R-X Certificates will not bear interest.
(d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity
date in the Trust Fund has been designated as the "latest possible maturity date" for the REMIC I
Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests
and REMIC V Regular Interest and the Certificates.
(e) With respect to each Distribution Date, each Class of Certificates shall accrue
interest during the related Interest Accrual Period. With respect to each Distribution Date and each
such Class of Certificates (other than the Residual Certificates or the Class B-IO Certificates),
interest shall be calculated, on the basis of a 360-day year and the actual number of days elapsed in
the related Interest Accrual Period, based upon the respective Pass-Through Rate set forth, or
determined as provided, above and the Certificate Principal Balance of such Class applicable to such
Distribution Date. With respect to each Distribution Date and the Class B-IO Certificates, interest
shall be calculated, on the basis of a 360-day year consisting of twelve 30-day months, based upon the
Pass-Through Rate set forth, or determined as provided, above and the Notional Amount of such Class
applicable to such Distribution Date.
(f) The Certificates shall be substantially in the forms set forth in Exhibits X-0, X-0,
X-0, X-0, X-0-0, X-0-0, X-0, X-0, X-0, X-0, X-00, X-00 and A-12. On original issuance, the Securities
Administrator shall sign, countersign and shall deliver them at the direction of the Depositor. Pending
the preparation of definitive Certificates of any Class, the Securities Administrator may sign and
countersign temporary Certificates that are printed, lithographed or typewritten, in authorized
denominations for Certificates of such Class, substantially of the tenor of the definitive Certificates
in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers or authorized signatories executing such Certificates may determine, as
evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor
will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates
upon surrender of the temporary Certificates at the office of the Securities Administrator, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the
Securities Administrator shall sign and countersign and deliver in exchange therefor a like aggregate
principal amount, in authorized denominations for such Class, of definitive Certificates of the same
Class. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same
benefits as definitive Certificates.
(g) Each Class of Book-Entry Certificates will be registered as a single Certificate of
such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be
held by investors through the book-entry facilities of the Depository in minimum denominations of (i) in
the case of the Senior Certificates, $25,000 and in each case increments of $1.00 in excess thereof, and
(ii) in the case of the Offered Subordinate Certificates, $25,000 and increments of $1.00 in excess
thereof, except that one Certificate of each such Class may be issued in a different amount so that the
sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate
Principal Balance of such Class on the Closing Date. On the Closing Date, the Securities Administrator
shall execute and countersign Physical Certificates all in an aggregate principal amount that shall
equal the Certificate Principal Balance of such Class on the Closing Date. The Group II Non-offered
Subordinate Certificates shall be issued in certificated fully-registered form in minimum dollar
denominations of $25,000 and integral multiples of $1.00 in excess thereof, except that one Group II
Non-offered Subordinate Certificate of each Class may be issued in a different amount so that the sum of
the denominations of all outstanding Private Certificates of such Class shall equal the Certificate
Principal Balance of such Class on the Closing Date. The Residual Certificates shall each be issued in
certificated fully-registered form with no denomination. Each Class of Global Certificates, if any,
shall be issued in fully registered form in minimum dollar denominations of $25,000 and integral
multiples of $1.00 in excess thereof, except that one Certificate of each Class may be in a different
denomination so that the sum of the denominations of all outstanding Certificates of such Class shall
equal the Certificate Principal Balance of such Class on the Closing Date. On the Closing Date, the
Securities Administrator shall execute and countersign (i) in the case of each Class of Offered
Certificates, the Certificate in the entire Certificate Principal Balance of the respective Class and
(ii) in the case of each Class of Private Certificates, Individual Certificates all in an aggregate
principal amount that shall equal the Certificate Principal Balance of each such respective Class on the
Closing Date. The Certificates referred to in clause (i) and if at any time there are to be Global
Certificates, the Global Certificates shall be delivered by the Depositor to the Depository or pursuant
to the Depository's instructions, shall be delivered by the Depositor on behalf of the Depository to and
deposited with the DTC Custodian. The Securities Administrator shall sign the Certificates by facsimile
or manual signature and countersign them by manual signature on behalf of the Securities Administrator
by one or more authorized signatories, each of whom shall be Responsible Officers of the Securities
Administrator or its agent. A Certificate bearing the manual and facsimile signatures of individuals
who were the authorized signatories of the Securities Administrator or its agent at the time of issuance
shall bind the Securities Administrator, notwithstanding that such individuals or any of them have
ceased to hold such positions prior to the delivery of such Certificate.
(h) No Certificate shall be entitled to any benefit under this Agreement, or be valid for
any purpose, unless there appears on such Certificate the manually executed countersignature of the
Securities Administrator or its agent, and such countersignature upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their countersignature.
(i) The Closing Date is hereby designated as the "startup" day of each 2006-7 REMIC within
the meaning of Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2006-7 REMIC shall have a tax year that is a
calendar year and shall report income on an accrual basis.
(k) The Securities Administrator on behalf of the Trustee shall cause each 2006-7 REMIC to
timely elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or
ambiguities in this Agreement or in the administration of any Trust established hereby shall be resolved
in a manner that preserves the validity of such elections.
(l) The following legend shall be placed on the Residual Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class in exchange therefor or
upon transfer thereof:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE
SECURITIES ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH
IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX
MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT),
(B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN
FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE
COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE
PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO
PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a) The Securities
Administrator shall maintain at its Corporate Trust Office a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as herein provided.
(b) Subject to Section 5.01(a) and, in the case of any Global Certificate or Physical
Certificate upon the satisfaction of the conditions set forth below, upon surrender for registration of
transfer of any Certificate at any office or agency of the Securities Administrator maintained for such
purpose, the Securities Administrator shall sign, countersign and shall deliver, in the name of the
designated transferee or transferees, a new Certificate of a like Class and aggregate Fractional
Undivided Interest, but bearing a different number.
(c) By acceptance of a Private Certificate or a Residual Certificate, whether upon
original issuance or subsequent transfer, each holder of such Certificate acknowledges the restrictions
on the transfer of such Certificate set forth in the Securities Legend and agrees that it will transfer
such a Certificate only as provided herein. In addition to the provisions of Section 5.02(h), the
following restrictions shall apply with respect to the transfer and registration of transfer of an
Private Certificate or a Residual Certificate to a transferee that takes delivery in the form of an
Individual Certificate:
(i) The Securities Administrator shall register the transfer of an Individual
Certificate if the requested transfer is being made to a transferee who has provided the Securities
Administrator with a Rule 144A Certificate or comparable evidence as to its QIB status.
(ii) The Securities Administrator shall register the transfer of any Individual
Certificate if (x) the transferor has advised the Securities Administrator in writing that the
Certificate is being transferred to an Institutional Accredited Investor along with facts surrounding
the transfer as set forth in Exhibit F-3 hereto; and (y) prior to the transfer the transferee furnishes
to the Securities Administrator an Investment Letter (and the Securities Administrator shall be fully
protected in so doing), provided that, if based upon an Opinion of Counsel addressed to the Securities
Administrator to the effect that the delivery of (x) and (y) above are not sufficient to confirm that
the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and other applicable laws, the Securities
Administrator shall as a condition of the registration of any such transfer require the transferor to
furnish such other certifications, legal opinions or other information prior to registering the transfer
of an Individual Certificate as shall be set forth in such Opinion of Counsel.
(d) So long as a Global Certificate of such Class is outstanding and is held by or on
behalf of the Depository, transfers of beneficial interests in such Global Certificate, or transfers by
holders of Individual Certificates of such Class to transferees that take delivery in the form of
beneficial interests in the Global Certificate, may be made only in accordance with Section 5.02(h), the
rules of the Depository and the following:
(i) In the case of a beneficial interest in the Global Certificate being
transferred to an Institutional Accredited Investor, such transferee shall be required to take delivery
in the form of an Individual Certificate or Certificates and the Securities Administrator shall register
such transfer only upon compliance with the provisions of Section 5.02(c)(ii).
(ii) In the case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual Certificate or Certificates
of such Class, except as set forth in clause (i) above, the Securities Administrator shall register such
transfer only upon compliance with the provisions of Section 5.02(c)(i).
(iii) In the case of an Individual Certificate of a Class being transferred to a
transferee that takes delivery in the form of a beneficial interest in a Global Certificate of such
Class, the Securities Administrator shall register such transfer if the transferee has provided the
Securities Administrator with a Rule 144A Certificate or comparable evidence as to its QIB status.
(iv) No restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a transferee that takes
delivery in the form of a beneficial interest in the Global Certificate of such Class; provided that
each such transferee shall be deemed to have made such representations and warranties contained in the
Rule 144A Certificate as are sufficient to establish that it is a QIB.
(e) Subject to Section 5.02(h), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such Class, an exchange of an
Individual Certificate or Certificates of a Class for a beneficial interest in the Global Certificate of
such Class and an exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or not such exchange is made
in anticipation of subsequent transfer, and, in the case of the Global Certificate of such Class, so
long as such Certificate is outstanding and is held by or on behalf of the Depository) may be made only
in accordance with Section 5.02(h), the rules of the Depository and the following:
(i) A holder of a beneficial interest in a Global Certificate of a Class may at
any time exchange such beneficial interest for an Individual Certificate or Certificates of such Class.
(ii) A holder of an Individual Certificate or Certificates of a Class may exchange
such Certificate or Certificates for a beneficial interest in the Global Certificate of such Class if
such holder furnishes to the Securities Administrator a Rule 144A Certificate or comparable evidence as
to its QIB status.
(iii) A holder of an Individual Certificate of a Class may exchange such Certificate
for an equal aggregate principal amount of Individual Certificates of such Class in different authorized
denominations without any certification.
(f) (i) Upon acceptance for exchange or transfer of an Individual Certificate of a
Class for a beneficial interest in a Global Certificate of such Class as provided herein, the Securities
Administrator shall cancel such Individual Certificate and shall (or shall request the Depository to)
endorse on the schedule affixed to the applicable Global Certificate (or on a continuation of such
schedule affixed to the Global Certificate and made a part thereof) or otherwise make in its books and
records an appropriate notation evidencing the date of such exchange or transfer and an increase in the
certificate balance of the Global Certificate equal to the certificate balance of such Individual
Certificate exchanged or transferred therefor.
(ii) Upon acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided herein, the Securities
Administrator shall (or shall request the Depository to) endorse on the schedule affixed to such Global
Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part
thereof) or otherwise make in its books and records an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the certificate balance of such Global Certificate equal to the
certificate balance of such Individual Certificate issued in exchange therefor or upon transfer thereof.
(g) The Securities Legend shall be placed on any Individual Certificate issued in exchange
for or upon transfer of another Individual Certificate or of a beneficial interest in a Global
Certificate.
(h) Subject to the restrictions on transfer and exchange set forth in this Section 5.02,
the holder of any Individual Certificate may transfer or exchange the same in whole or in part (in an
initial certificate balance equal to the minimum authorized denomination set forth in Section 5.01(g) or
any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at the Corporate
Trust Office of the Securities Administrator, or at the office of any transfer agent, together with an
executed instrument of assignment and transfer satisfactory in form and substance to the Securities
Administrator in the case of transfer and a written request for exchange in the case of exchange. The
holder of a beneficial interest in a Global Certificate may, subject to the rules and procedures of the
Depository, cause the Depository (or its nominee) to notify the Securities Administrator in writing of a
request for transfer or exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Securities Administrator shall,
within five Business Days of such request made at the Corporate Trust Office of the Securities
Administrator, sign, countersign and deliver at the Corporate Trust Office of the Securities
Administrator, to the transferee (in the case of transfer) or holder (in the case of exchange) or send
by first class mail at the risk of the transferee (in the case of transfer) or holder (in the case of
exchange) to such address as the transferee or holder, as applicable, may request, an Individual
Certificate or Certificates, as the case may require, for a like aggregate Fractional Undivided Interest
and in such authorized denomination or denominations as may be requested. The presentation for transfer
or exchange of any Individual Certificate shall not be valid unless made at the Corporate Trust Office
of the Securities Administrator by the registered holder in person, or by a duly authorized
attorney-in-fact.
(i) At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of a like Class and aggregate Fractional Undivided Interest,
upon surrender of the Certificates to be exchanged at the Corporate Trust Office of the Securities
Administrator; provided, however, that no Certificate may be exchanged for new Certificates unless the
original Fractional Undivided Interest represented by each such new Certificate (i) is at least equal to
the minimum authorized denomination or (ii) is acceptable to the Depositor as indicated to the
Securities Administrator in writing. Whenever any Certificates are so surrendered for exchange, the
Securities Administrator shall sign and countersign and the Securities Administrator shall deliver the
Certificates which the Certificateholder making the exchange is entitled to receive.
(j) If the Securities Administrator so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer, with a signature guarantee, in form satisfactory to the Securities
Administrator, duly executed by the holder thereof or his or her attorney duly authorized in writing.
(k) No service charge shall be made for any transfer or exchange of Certificates, but the
Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.
(l) The Securities Administrator shall cancel all Certificates surrendered for transfer or
exchange but shall retain such Certificates in accordance with its standard retention policy or for such
further time as is required by the record retention requirements of the Exchange Act, and thereafter may
destroy such Certificates.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any
mutilated Certificate is surrendered to the Securities Administrator, or the Securities Administrator
receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Securities Administrator such security or indemnity as it may require to
save it harmless, and (iii) the Securities Administrator has not received notice that such Certificate
has been acquired by a third Person, the Securities Administrator shall sign, countersign and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Fractional Undivided Interest but in each case bearing a different
number. The mutilated, destroyed, lost or stolen Certificate shall thereupon be canceled of record by
the Securities Administrator and shall be of no further effect and evidence no rights.
(b) Upon the issuance of any new Certificate under this Section 5.03, the Securities
Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of the
Securities Administrator) connected therewith. Any duplicate Certificate issued pursuant to this
Section 5.03 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a Certificate for
registration of transfer, the Depositor, the Securities Administrator and any agent of the Depositor or
the Securities Administrator may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to Section 6.01 and for
all other purposes whatsoever. Neither the Depositor, the Securities Administrator nor any agent of the
Depositor or the Securities Administrator shall be affected by notice to the contrary. No Certificate
shall be deemed duly presented for a transfer effective on any Record Date unless the Certificate to be
transferred is presented no later than the close of business on the third Business Day preceding such
Record Date.
Section 5.05. Transfer Restrictions on Residual Certificates. (a) Residual Certificates, or
interests therein, may not be transferred without the prior express written consent of the Tax Matters
Person and the Sponsor, which cannot be unreasonably withheld. As a prerequisite to such consent, the
proposed transferee must provide the Tax Matters Person, the Sponsor and the Securities Administrator
with an affidavit that the proposed transferee is a Permitted Transferee (and an affidavit that it is a
U.S. Person, unless, in the case of a Class R Certificate only, the Tax Matters Person and the Sponsor
consent to the transfer to a person who is not a U.S. Person) as provided in Section 5.05(b).
(b) No transfer, sale or other disposition of a Residual Certificate (including a
beneficial interest therein) may be made unless, prior to the transfer, sale or other disposition of a
Residual Certificate, the proposed transferee (including the initial purchasers thereof) delivers to the
Tax Matters Person, the Securities Administrator and the Depositor an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such transfer (i) such
transferee is a Permitted Transferee and that (ii) such transferee is not acquiring such Residual
Certificate for the account of any person who is not a Permitted Transferee. The Tax Matters Person
shall not consent to a transfer of a Residual Certificate if it has actual knowledge that any statement
made in the affidavit issued pursuant to the preceding sentence is not true. Notwithstanding any
transfer, sale or other disposition of a Residual Certificate to any Person who is not a Permitted
Transferee, such transfer, sale or other disposition shall be deemed to be of no legal force or effect
whatsoever and such Person shall not be deemed to be a Holder of a Residual Certificate for any purpose
hereunder, including, but not limited to, the receipt of distributions thereon. If any purported
transfer shall be in violation of the provisions of this Section 5.05(b), then the prior Holder thereof
shall, upon discovery that the transfer of such Residual Certificate was not in fact permitted by this
Section 5.05(b), be restored to all rights as a Holder thereof retroactive to the date of the purported
transfer. None of the Securities Administrator, the Tax Matters Person or the Depositor shall be under
any liability to any Person for any registration or transfer of a Residual Certificate that is not
permitted by this Section 5.05(b) or for making payments due on such Residual Certificate to the
purported Holder thereof or taking any other action with respect to such purported Holder under the
provisions of this Agreement so long as the written affidavit referred to above was received with
respect to such transfer, and the Tax Matters Person, the Securities Administrator and the Depositor, as
applicable, had no knowledge that it was untrue. The prior Holder shall be entitled to recover from any
purported Holder of a Residual Certificate that was in fact not a permitted transferee under this
Section 5.05(b) at the time it became a Holder all payments made on such Residual Certificate. Each
Holder of a Residual Certificate, by acceptance thereof, shall be deemed for all purposes to have
consented to the provisions of this Section 5.05(b) and to any amendment of this Agreement deemed
necessary (whether as a result of new legislation or otherwise) by counsel of the Tax Matters Person or
the Depositor to ensure that the Residual Certificates are not transferred to any Person who is not a
Permitted Transferee and that any transfer of such Residual Certificates will not cause the imposition
of a tax upon the Trust or cause any 2006-7 REMIC to fail to qualify as a REMIC.
(c) The Class R-X Certificates (including a beneficial interest therein) and, unless the
Tax Matters Person shall have consented in writing (which consent may be withheld in the Tax Matters
Person's sole discretion), the Class R Certificates (including a beneficial interest therein), may not
be purchased by or transferred to any person who is not a United States Person.
(d) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters
Person if it is the Holder of the largest percentage interest of such Certificate, and appoints the
Securities Administrator to act on its behalf with respect to all matters concerning the tax obligations
of the Trust.
Section 5.06. Restrictions on Transferability of Certificates. (a) No offer, sale, transfer
or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless
registered under the Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect
to (i) the initial transfer of the Class XP Certificates or Class R-X Certificate on the Closing Date,
(ii) the transfer of any Class of Certificates including the Class R-X Certificate to any NIM Issuer or
any NIM Trustee, or (iii) a transfer of the Class XP Certificates or Class R-X Certificate to the
Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a
Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable
state securities laws, in order to assure compliance with the Securities Act and such laws, and the
prospective transferee (other than the Depositor) of such Certificate signs and delivers to the
Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited
Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is
a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately
preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer
of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that
takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided
that each such transferee shall be deemed to have made such representations and warranties contained in
the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed
transfer of any Certificate to a transferee other than a QIB, the Securities Administrator may require
an Opinion of Counsel addressed to the Securities Administrator that such transaction is exempt from the
registration requirements of the Securities Act. The cost of such opinion shall not be an expense of
the Securities Administrator or the Trust Fund.
(b) The Private Certificates shall each bear a Securities Legend.
Section 5.07. ERISA Restrictions. (a) Subject to the provisions of Sub-Section (b), no
Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf
of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA or
Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a Plan, unless the proposed
transferee provides the Securities Administrator, with an Opinion of Counsel addressed to the Master
Servicer, the Trustee and the Securities Administrator (upon which they may rely) that is satisfactory
to the Securities Administrator, which opinion will not be at the expense of the Master Servicer, the
Trustee or the Securities Administrator, that the purchase of such Certificates by or on behalf of such
Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master
Servicer, the Trustee or the Securities Administrator to any obligation in addition to those undertaken
in the Agreement.
(b) Unless such Person has provided an Opinion of Counsel in accordance with Section
5.07(a), any Person acquiring an interest in a Global Certificate which is a Private Certificate, by
acquisition of such Certificate, shall be deemed to have represented to the Securities Administrator,
and any Person acquiring an interest in a Private Certificate in definitive form shall represent in
writing to the Securities Administrator, that it is not acquiring an interest in such Certificate
directly or indirectly by, or on behalf of, or with "plan assets" of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA and/or Section 4975 of the Code.
(c) Each beneficial owner of a Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class
II-B-1, Class II-BX-1, Class II-B-2 or Class II-B-3 Certificate or any interest therein shall be deemed
to have represented, by virtue of its acquisition or holding of that certificate or interest therein,
that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P or Xxxxx'x,
(ii) such beneficial owner is not a Plan or investing with "plan assets" of any Plan, or (iii) (1) it is
an insurance company, (2) the source of funds used to acquire or hold the certificate or interest
therein is an "insurance company general account," as such term is defined in Prohibited Transaction
Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.
(d) Neither the Master Servicer nor the Securities Administrator will be required to
monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Global
Certificates. Any attempted or purported transfer of any Certificate in violation of the provisions of
Sections (a), (b) or (c) above shall be void ab initio and such Certificate shall be considered to have
been held continuously by the prior permitted Certificateholder. Any transferor of any Certificate in
violation of such provisions, shall indemnify and hold harmless the Securities Administrator and the
Master Servicer from and against any and all liabilities, claims, costs or expenses incurred by the
Securities Administrator or the Master Servicer as a result of such attempted or purported transfer.
The Securities Administrator shall have no liability for transfer of any such Global Certificates in or
through book-entry facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth herein.
Section 5.08. Rule 144A Information. For so long as any Private Certificates are
outstanding, (1) the Sponsor will provide or cause to be provided to any holder of such Private
Certificates and any prospective purchaser thereof designated by such a holder, upon the request of such
holder or prospective purchaser, the information required to be provided to such holder or prospective
purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Sponsor shall update such information
from time to time in order to prevent such information from becoming false and misleading and will take
such other actions as are necessary to ensure that the safe harbor exemption from the registration
requirements of the Securities Act under Rule 144A is and will be available for resales of such Private
Certificates conducted in accordance with Rule 144A.
Section 5.09. Exchangeable Certificates.
(a) Upon the presentation and surrender by any Holder of its Exchangeable Certificates in
the appropriate combination as set forth on Appendix 1, such Holder shall hereunder transfer, assign,
set over and otherwise convey to the Securities Administrator, all of such Holder's right, title and
interest in and to such Exchangeable Certificates, including all payments of interest thereon received
after the month of the exchange.
The Securities Administrator acknowledges the transfer and assignment of Exchangeable
Certificates pursuant to the foregoing paragraph, and hereby declares that it will hold the same in
trust for the Certificateholders on the terms in this Agreement contained.
(b) Exchangeable Certificates shall be exchangeable on the books of DTC for Exchanged
Certificates, and Exchanged Certificates shall be exchangeable on the books of DTC for Exchangeable
Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in
the forms of Exhibit S hereto and under the terms and conditions hereinafter set forth.
In the case of each Combination Group, Certificates of the Classes of Exchangeable
Certificates in such Combination Group shall be exchangeable for Certificates of the Class of Exchanged
Certificates related to such Combination Group in respective denominations determined based on the
proportion that the initial principal or notional amounts of such Exchangeable Certificates bear to the
original principal or notional amounts of the related Exchanged Certificates, as set forth in Appendix
1. Upon any such exchange the portions of the Exchangeable Certificates designated for exchange shall
be deemed cancelled and replaced by the Exchanged Certificate issued in exchange therefor.
Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for
exchange for Certificates of the Exchangeable Classes in such Combination Group in respective
denominations determined based on the proportion that the initial principal or notional amounts of such
Exchangeable Certificates bear to the original principal or notional amounts of the related Exchanged
Certificates, as set forth in Appendix 1. There shall be no limitation on the number of exchanges
authorized pursuant to this Section 5.09.
In order to effect an exchange of Certificates, the Certificateholder shall notify the
Securities Administrator in writing or by e-mail at Xxxxxxx.Xxxxxxxx@xxxxxxxxxx.xxx,
Xxxxxxxx.X.Xxxxxxxxx@xxxxxxxxxx.xxx and XXXXXXXXXXXX-0@xxxxxxxxxx.xxx no later than seven Business Days
before the proposed exchange date. The exchange date may be any Business Day from and including the 25th
day of the month to the second to the last Business Day of the month subject to the Securities
Administrator's approval. The notice must be on the Certificateholder's letterhead, carry a medallion
stamp guarantee and set forth the following information: the CUSIP number of Certificates to be
exchanged; Certificate Principal Balance or current Notional Amount and the original principal balance or
notional amount of the Certificates to be exchanged; the Certificateholder's DTC participant number; and
the proposed exchange date. After receiving the notice, the Securities Administrator shall e-mail the
Certificateholder with wire payment instructions relating to the exchange fee (if any). The Securities
Administrator will notify the Depositor of the proposed exchange, and the Depositor or an affiliate of
the Depositor will apply for the CUSIP number for the exchanged certificate and notify upon receipt, the
Securities Administrator of such CUSIP number. A notice becomes irrevocable on the seventh Business Day
before the proposed exchange date.
The Securities Administrator shall make the first distribution on an Exchanged Certificate or
an Exchangeable Certificate received in an exchange transaction on the Distribution Date occurring in
the month following the date the Certificateholder becomes the Certificateholder of record of such
certificates. Any Exchanged Certificates will be entitled to the distributions received on the
corresponding Exchangeable Certificates.
ARTICLE VI
Payments to Certificateholders
Section 6.01. Distributions on the Group I Certificates. (a) On each Distribution Date,
with respect to Loan Group I, an amount equal to the Interest Funds and Principal Funds for such
Distribution Date shall be withdrawn by the Securities Administrator from the Distribution Account in
respect of Loan Group I to the extent of funds on deposit therein and distributed in the following order
of priority:
First, Interest Funds will be distributed, in the following manner and order of priority:
1. From Interest Funds, to the Class I-A-1 Certificates and Class I-A-2
Certificates, the Current Interest and then any Interest Carry Forward Amount for each such
Class, on a pro rata basis, based on the Current Interest and Interest Carry Forward Amount
owed to each such Class;
2. From remaining Interest Funds, to the Class I-M-1, Class I-M-2, Class I-B-1,
Class I-B-2 and Class I-B-3 Certificates, sequentially, in that order, the Current Interest for
each such Class;
3. Any Excess Spread, to the extent necessary to cause the Overcollateralization
Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution Amount and
distributed in accordance with second (A) and (B) below; and
4. Any Remaining Excess Spread will be applied, together with the
Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through
Thirteenth below.
On any Distribution Date, any shortfalls resulting from the application of the Relief Act and
any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be
allocated as set forth in the definition of Current Interest herein.
Second, to pay as principal on the Certificates entitled to payments of principal, in the
following order of priority:
(A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect, from Principal Funds and the Extra Principal Distribution Amount for such
Distribution Date:
1. To the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata
basis in accordance with their respective Certificate Principal Balances, an amount equal to
the Principal Distribution Amount until the Certificate Principal Balance of each such Class is
reduced to zero;
2. To the Class I-M-1 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
3. To the Class I-M-2 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
4. To the Class I-B-1 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
5. To the Class I-B-2 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero.
(B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is not in effect, from Principal Funds and the Extra Principal Distribution Amount for such
Distribution Date:
1. To the Class I-A-1 Certificates and Class I-A-2 Certificates, from
the Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution
Amount will be distributed pro rata between the Class I-A-1 Certificates and the Class I-A-2
Certificates in accordance with their respective Certificate Principal Balances, until the
Certificate Principal Balance of each such Class is reduced to zero;
2. To the Class I-M-1 Certificates, from any remaining Principal Distribution
Amount, the Class I-M-1 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
3. To the Class I-M-2 Certificates, from any remaining Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
4. To the Class I-B-1 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-1 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
5. To the Class I-B-2 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-2 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-3 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero.
Third, from any remaining Excess Cashflow, the following amounts to each Class of Class I-A
Certificates, on a pro rata basis in accordance with the respective amounts owed to each such Class: (a)
any Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b)
any Unpaid Realized Loss Amount, in each case for each such Class for such Distribution Date;
Fourth, from any remaining Excess Cashflow, the following amounts to the Class I-M-1
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Fifth, from any remaining Excess Cashflow, the following amounts to the Class I-M-2
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow, the following amounts to the Class I-B-1
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow, the following amounts to the Class I-B-2
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow, the following amounts to the Class I-B-3
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Ninth, from any remaining Excess Cashflow, to each Class of Class I-A Certificates, any Basis
Risk Shortfall Carryforward Amount (remaining unpaid after payments are made under the related Cap
Contracts) for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall
and Basis Risk Shortfall Carry Forward Amount owed to each such Class (any such amounts being first
deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.06);
Tenth, from any remaining Excess Cashflow, to the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2 and Class I-B-3 Certificates, in that order, any Basis Risk Shortfall Carryforward Amount
(remaining unpaid after payments are made under the related Cap Contracts), in each case for such Class
for such Distribution Date (any such amounts being first deposited to, and then immediately withdrawn
from, the Reserve Fund as provided in Section 4.06);
Eleventh, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO
Distribution Amount for such Distribution Date;
Twelfth, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed
Class B-IO Advances; and
Thirteenth, any remaining amounts to the Residual Certificates.
All payments of amounts in respect of Basis Risk Shortfalls or Basis Risk Shortfall
Carryforward Amounts made pursuant to the provisions of this paragraph (a) shall, for federal income tax
purposes, be deemed to have been distributed from REMIC V to the holders of the Class B-IO Certificates,
and then paid outside of any 2006-7 REMIC to the recipients thereof pursuant to an interest rate cap
contract. By accepting their Certificates the holders of the Certificates agree so to treat such
payments for purposes of filing their income tax returns.
(b) On each Distribution Date, the related Cap Contract Payment Amount with respect to
such Payment Date shall be distributed in the following order of priority, in each case to the extent of
amounts available:
(i) first, to the holders of the related Class or Classes of Certificates, the
payment of any Basis Risk Shortfall Carry Forward Amount for such Distribution Date;
(ii) second, from any remaining amounts, the payment of an amount equal to any
Current Interest and Interest Carry Forward Amount for the related Class or Classes of Certificates to
the extent not covered by Interest Funds or Excess Cashflow on such Distribution Date;
(iii) third, from any remaining amounts, available from the Cap Contracts relating
to the Class I-A Certificates, to the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3
Certificates, in that order, Basis Risk Shortfall Carry Forward Amounts (to the extent not paid pursuant
to clause (i) above) and Current Interest and Interest Carry Forward Amounts for such Classes (to the
extent not paid pursuant to clause (ii) above or not covered by Interest Funds or Excess Cashflow) on
such Distribution Date; and
(iv) fourth, to the Class B-IO Certificates, any remaining amount.
On each Distribution Date, amounts on deposit in the Reserve Fund held for the benefit of the
Group I Certificates will be allocated first to the Class I-A Certificates, pro rata, based on the
current Realized Losses and any Unpaid Realized Loss Amount for each such Class for such Distribution
Date, and then to the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates,
in that order, to pay any current Realized Losses and any Unpaid Realized Loss Amount, in each case, for
such Class and for such Distribution Date to the extent not covered by Excess Cashflow on such
Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry
Forward Amounts will be treated, for federal income tax purposes, as reimbursable advances ("Class B-IO
Advances") made from the holder of the Class B-IO Certificates. Such Class B-IO Advances will be paid
back to the holder of the Class B-IO Certificate pursuant to Section 6.01(a).
(c) On each Distribution Date, all amounts transferred from the Class XP Reserve Account
representing Prepayment Charges in respect of the Prepayment Charge Loans received during the related
Prepayment Period will be withdrawn from the Distribution Account and distributed by the Securities
Administrator to the Holders of the Class XP Certificates and shall not be available for distribution to
the Holders of any other Class of Certificates.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-7 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2006-7 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2006-7 REMICs.
Section 6.02. Distributions on the Group II Certificates. (a)(i) Interest and principal (as
applicable) on the Group II Certificates will be distributed by the Securities Administrator monthly on
each Distribution Date, commencing in November 2006, in an amount equal to the Available Funds for such
Loan Group on deposit in the Distribution Account for such Distribution Date. On each Distribution
Date, the Available Funds in respect of Loan Group II on deposit in the Distribution Account shall be
distributed as follows:
(A) on each Distribution Date, the Available Funds for Sub-Loan Group II-1 will be
distributed to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates as follows:
first, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, the Accrued
Certificate Interest on each such Class for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-1; and
third, to the Class II-1A-1 Certificates and Class II-1A-2 Certificates, in reduction
of the Certificate Principal Balance of each such Class, the Group II Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-1 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-1, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(B) on each Distribution Date, the Available Funds for Sub-Loan Group II-2 will be
distributed to the Class II-2A-1A, Class II-2A-1B, Class II-2A-2, Class II-2X-1, Class II-2X-2,
Class II-2X-3, Class II-2X-4 and Class II-2X-5 Certificates as follows:
first, to the Class II-2A-1A, Class II-2A-1B, Class II-2A-2, Class II-2X-1, Class
II-2X-2, Class II-2X-3, Class II-2X-4 and Class II-2X-5 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-2A-1A, Class II-2A-1B, Class II-2A-2, Class II-2X-1, Class
II-2X-2, Class II-2X-3, Class II-2X-4 and Class II-2X-5 Certificates, any Accrued
Certificate Interest thereon remaining undistributed from previous Distribution Dates,
pro rata, based on the undistributed Accrued Certificate Interest owed to each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-2; and
third, to the Class II-2A-1A, Class II-2A-1B and Class II-2A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Group II Senior
Optimal Principal Amount with respect to the Sub-Loan Group II-2 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-2, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(C) on each Distribution Date, the Available Funds for Sub-Loan Group II-3 will be
distributed to the Class II-3A-1, Class II-3A-2 and Class II-3X-1 Certificates as follows:
first, to the Class II-3A-1, Class II-3A-2 and Class II-3X-1 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-3A-1, Class II-3A-2 and Class II-3X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-3; and
third, to the Class II-3A-1 Certificates and Class II-3A-2 Certificates, in reduction
of the Certificate Principal Balance of each such Class, the Group II Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-3 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-3, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(D) Except as provided in clauses (E) and (F) below, on each Distribution Date on or prior
to the Group II Cross-Over Date, an amount equal to the sum of any remaining Available Funds
for all Sub-Loan Groups in Loan Group II after the distributions set forth in clauses (A)
through (C) above, will be distributed sequentially in the following order: first to the
Class II-B-1 Certificates and Class II-BX-1 Certificates, pro rata, and then sequentially to
the Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, in
that order, in each case up to an amount equal to and in the following order: (a) the Accrued
Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest
thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable
Share, as applicable, for such Distribution Date, in each case, to the extent of remaining
Available Funds for all Sub-Loan Groups for Loan Group II.
(E) On each Distribution Date prior to the Group II Cross-Over Date, but after the
reduction of the aggregate Certificate Principal Balance of the Group II Senior Certificates in
any Sub-Loan Group or Groups to zero, the remaining Certificate Group or Groups in such Loan
Group II will be entitled to receive in reduction of their Certificate Principal Balances, pro
rata based upon aggregate Certificate Principal Balance of the remaining Group II Senior
Certificates in each Sub-Loan Group immediately prior to such Distribution Date, in addition to
any Principal Prepayments related to such remaining Group II Senior Certificates' respective
Sub-Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any
Group II Mortgage Loan in the Sub-Loan Group or Sub-Loan Groups relating to any fully paid
Sub-Loan Group or Groups. Such amounts allocated to Group II Senior Certificates shall be
treated as part of the Available Funds for the related Sub-Loan Group and distributed as part
of the Group II Senior Optimal Principal Amount in accordance with priority third in clauses
(A) through (C) above, as applicable, in reduction of the Certificate Principal Balances
thereof. Notwithstanding the foregoing, if (i) the weighted average of the Group II
Subordinate Percentages on such Distribution Date equals or exceeds two times the initial
weighted average of the Group II Subordinate Percentages and (ii) the aggregate Stated
Principal Balance of the Group II Mortgage Loans in all Sub-Loan Groups Delinquent 60 days or
more (including for this purpose any such Mortgage Loans in foreclosure and Group II Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate Certificate
Principal Balance of the Group II Subordinate Certificates does not exceed 100%, then the
additional allocation of Principal Prepayments to the Group II Senior Certificates in
accordance with this clause will not be made and 100% of the Principal Prepayments on any Group
II Mortgage Loan in the Sub-Loan Group relating to the fully paid Certificate Group will be
allocated to the Group II Subordinate Certificates (other than the Class II-BX-1 Certificates).
(F) If on any Distribution Date on which the aggregate Certificate Principal Balance of
the Group II Senior Certificates in a Certificate Group would be greater than the aggregate
Stated Principal Balance of the Group II Mortgage Loans in its related Sub-Loan Group and any
Group II Subordinate Certificates are still outstanding, in each case, after giving effect to
distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to
the Group II Subordinate Certificates in respect of principal will be distributed to such Group
II Senior Certificates in reduction of the Certificate Principal Balances thereof, until the
aggregate Certificate Principal Balance of such Group II Senior Certificates is equal to the
aggregate Stated Principal Balance of the Mortgage Loans in its related Sub-Loan Group, and
(ii) the Accrued Certificate Interest otherwise allocable to the Group II Subordinate
Certificates on such Distribution Date will be reduced and distributed to such Group II Senior
Certificates, to the extent of any amount due and unpaid on such Group II Senior Certificates,
in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess
of (x) the aggregate Certificate Principal Balance of such Group II Senior Certificates over
(y) the aggregate Stated Principal Balance of the Group II Mortgage Loans in the related
Sub-Loan Group. Any such reduction in the Accrued Certificate Interest on the Group II
Subordinate Certificates will be allocated first to the Group II Subordinate Certificates in
reverse order of their respective numerical designations, commencing with the Class II-B-6
Certificates. If there exists more than one undercollateralized Sub-Loan Group on a
Distribution Date, amounts distributable to such undercollateralized Certificate Groups
pursuant to this paragraph will be allocated between such undercollateralized Sub-Loan Groups,
pro rata, based upon the amount by which their respective aggregate Certificate Principal
Balances exceed the aggregate Stated Principal Balance of the Group II Mortgage Loans in their
respective Sub-Loan Groups.
(G) If, after distributions have been made pursuant to priorities first and second
of clauses (A) through (C) above on any Distribution Date, the remaining Available Funds for
any Sub-Loan Group in Loan Group II is less than the Group II Senior Optimal Principal Amount
for that Sub-Loan Group, the Group II Senior Optimal Principal Amount for such Sub-Loan Group
shall be reduced by that amount, and the remaining Available Funds for such Sub-Loan Group will
be distributed as principal among the related Classes of Group II Senior Certificates on a pro
rata basis in accordance with their respective Certificate Principal Balances.
(H) On each Distribution Date, any Available Funds remaining after payment of interest and
principal to the Classes of Group II Certificates entitled thereto, will be distributed to the
Residual Certificates; provided that if on any Distribution Date there are any Available Funds
for any Sub-Loan Group in Loan Group II remaining after payment of interest and principal to
the Group II Certificates entitled thereto, such amounts will be distributed to the other
Classes of Group II Senior Certificates, pro rata, based upon their Certificate Principal
Balances, until all amounts due to all Classes of Group II Senior Certificates have been paid
in full based upon their respective Certificate Principal Balances and then to any Group II
Subordinate Certificates (unless otherwise described herein), before any Available Funds are
distributed in accordance with this clause to the Residual Certificates.
(ii) No Accrued Certificate Interest will be payable with respect to any Class of
Certificates after the Distribution Date on which the Certificate Principal Balance of such Certificate
has been reduced to zero.
(b) If on any Distribution Date the Available Funds for the Group II Senior Certificates
in any Certificate Group is less than the Accrued Certificate Interest on the related Group II Senior
Certificates in such Certificate Group for such Distribution Date prior to reduction for Net Interest
Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated to the holders
of the Class of Group II Senior Certificates in such Certificate Group on a pro rata basis in accordance
with the amount of Accrued Certificate Interest for that Distribution Date absent such shortfalls. In
addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and
will be distributable to holders of the Certificates of the related Classes entitled to such amounts on
subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest
distributions as required herein. Any such amounts so carried forward will not bear interest.
Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the
Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments.
(c) The expenses and fees of the Trust shall be paid by each of the 2006-7 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2006-7 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2006-7 REMICs.
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates.
(a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Group I Mortgage Loan that occurred during the immediately preceding
calendar month, based on information provided by the related Servicer. Any Realized Losses with respect
to the Group I Mortgage Loans shall be applied on each Distribution Date after the distributions
provided for in Section 6.01, in reduction of the Certificate Principal Balance of the Class or Classes
of Group I Certificates to the extent provided in the definition of Applied Realized Loss Amount.
(b) In addition, in the event that the Master Servicer or the Securities
Administrator receives any Subsequent Recoveries from a Servicer, the Master Servicer shall deposit such
funds into the Distribution Account pursuant to Section 4.01(c)(ii). If, after taking into account such
Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent
Recoveries will be applied to increase the Certificate Principal Balance of the Class of Group I
Certificates with the highest payment priority to which Applied Realized Loss Amounts have been
allocated, but not by more than the amount of Applied Realized Loss Amounts previously allocated to that
Class of Group I Certificates. The amount of any remaining Subsequent Recoveries first will be applied
to sequentially increase the Certificate Principal Balance of the Group I Certificates, beginning with
the Class I-A-1 Certificates and then the Class I-A-2 Certificates, and then any remaining Subsequent
Recoveries will be applied to the Group I Subordinate Certificates starting with the Group I Subordinate
Certificate with the highest payment priority, in each case, up to the amount of such Applied Realized
Loss Amount, to the extent not covered by Excess Spread and Overcollateralization, previously allocated
to such Class or Classes. Notwithstanding the foregoing, any Subsequent Recoveries will be allocated to
the Group I Senior Certificates to the extent of any Applied Realized Loss Amounts before being applied
to the Group I Subordinate Certificates. Holders of such Group I Certificates will not be entitled to
any payments in respect of Current Interest on the amount of such increases for any Interest Accrual
Period preceding the Distribution Date on which such increase occurs. Any such increases shall be
applied to the Certificate Principal Balance of each Group I Certificate of such Class in accordance
with its respective Fractional Undivided Interest.
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II Certificates.
(a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Group II Mortgage Loan that occurred during the immediately preceding
calendar month, based on information provided by the related Servicer.
(b) (i) With respect to any Group II Certificates on any Distribution Date (other than the
Interest Only Certificates), the principal portion of each Realized Loss on a Group II Mortgage Loan
shall be allocated as follows:
first, to the Class II-B-6 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
second, to the Class II-B-5 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
third, to the Class II-B-4 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fourth, to the Class II-B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fifth, to the Class II-B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
sixth, to the Class II-B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; and
seventh, to the Senior Certificates (other than the related Senior Interest Only
Certificates) in the related Certificate Group until the Certificate Principal Balances thereof
has been reduced to zero in accordance with clause (d) below.
(c) Notwithstanding the foregoing clause (b), no such allocation of any Realized Loss
shall be made on a Distribution Date to any Class of (i) Group II Subordinate Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate Principal Balances of
all Group II Certificates (other than the Interest Only Certificates) in as of such Distribution Date,
after giving effect to all distributions and prior allocations of Realized Losses on the Group II
Mortgage Loans on such date, to an amount less than the aggregate Stated Principal Balance of all of the
Group II Mortgage Loans as of the first day of the month of such Distribution Date (such limitation, the
"Loss Allocation Limitation") and (ii) Group II Senior Certificates of a Certificate Group to the extent
that such allocation would result in the reduction of the aggregate Certificate Principal Balances of
all the Group II Senior Certificates in such Certificate Group as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on the Group II Mortgage
Loans in the related Sub-Loan Group in Loan Group II on such date, to an amount less than the aggregate
Stated Principal Balance of all of the Group II Mortgage Loans in the related Sub-Loan Group as of the
related Due Date (each such limitation in clause (i) and (ii), the "Loss Allocation Limitation").
(d) The principal portion of any Realized Losses allocated to a Class of Certificates in
Loan Group II shall be allocated among the Certificates of such Class in proportion to their respective
Certificate Principal Balances. The principal portion of any allocation of Realized Losses shall be
accomplished by reducing the Certificate Principal Balance of the related Certificates on the related
Distribution Date. The principal portion of any Realized Losses allocated to the Sub-Loan Group II-1
Certificates will be allocated first to the Class II-1A-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero, then to the Class II-1A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero. The principal portion of any Realized Losses
allocated to the Sub-Loan Group II-2 Certificates will be allocated first to the Class II-2A-2
Certificates until the Certificate Principal Balance thereof has been reduced to zero, then to the Class
II-2A-1A Certificates and the Class II-2A-1B Certificates, pro rata, until the Certificate Principal
Balance thereof has been reduced to zero. The principal portion of any Realized Losses allocated to
the Sub-Loan Group II-3 Certificates will be allocated first to the Class II-3A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero, then to the Class II-3A-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero. Once the aggregate Certificate
Principal Balance of the Certificates in a Certificate Group in Loan Group II has been reduced to zero,
the principal portion of Realized Losses on the Mortgage Loans in the related Sub-Loan Group (if any)
that are not allocated to the related Subordinate Certificates pursuant to Section 6.04(a)(i)(H) will be
allocated, pro rata, based upon their respective Certificate Principal Balances to the remaining
outstanding Group II Senior Certificates of the other Certificate Groups, pro rata based upon their
respective Certificate Principal Balances.
(e) Realized Losses shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal portion thereof, after giving
effect to distributions made on such Distribution Date.
(f) On each Distribution Date, the Securities Administrator shall determine the
Subordinate Certificate Writedown Amounts. Any Subordinate Certificate Writedown Amount shall effect a
corresponding reduction in the Certificate Principal Balance of the Class II-B Certificates (other than
the Class II-BX-1 Certificates), in the reverse order of their numerical Class designations.
(g) The Group II Senior Percentage of Net Interest Shortfalls will be allocated among the
Group II Senior Certificates in proportion to the amount of Accrued Certificate Interest that would have
been allocated thereto in the absence of such shortfalls. The Group II Subordinate Percentage of Net
Interest Shortfall will be allocated among the Group II Subordinate Certificates in proportion to the
amount of Accrued Certificate Interest that would have been allocated thereto in the absence of such
shortfalls. The interest portion of any Realized Losses with respect to the Group II Mortgage Loans
occurring on or prior to the Group II Cross-Over Date will be allocated to the Class II-B-1 Certificates
in inverse order of their numerical Class designations. Following the Group II Cross-Over Date, the
interest portion of Realized Losses on the Group II Mortgage Loans will be allocated to the Group II
Senior Certificates in the related Group II Certificate Group on a pro rata basis in proportion to the
amount of Accrued Certificate Interest that would have been allocated thereto in the absence of such
Realized Losses.
(h) In addition, in the event that the Master Servicer receives any Subsequent
Recoveries from a Servicer, the Master Servicer shall deposit such funds into the Distribution Account
pursuant to Section 4.01(c)(ii). If, after taking into account such Subsequent Recoveries, the amount
of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of the related Class of Group II Subordinate Certificates with the highest
payment priority to which Realized Losses have been allocated, but not by more than the amount of
Realized Losses previously allocated to that Class of Group II Subordinate Certificates pursuant to this
Section 6.04. The amount of any remaining Subsequent Recoveries will be applied to sequentially
increase the Certificate Principal Balance of the Group II Subordinate Certificates, beginning with the
related Class of Subordinate Certificates with the next highest payment priority, up to the amount of
such Realized Losses previously allocated to such Class or Classes of Certificates pursuant to this
Section 6.04. Holders of such Certificates will not be entitled to any payments in respect of current
interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date
on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance
of each Subordinate Certificate of such related Class in accordance with its respective Fractional
Undivided Interest.
Section 6.05. Cross-Collateralization. Notwithstanding the foregoing, on any Distribution
Date on which the Certificate Principal Balance of the Group I Subordinate Certificates or Group II
Subordinate Certificates have been reduced to zero and a Realized Loss that is a Special Hazard Loss is
to be allocated to the related Senior Certificates, such loss will be allocated among such Senior
Certificates and the most subordinate outstanding class of non-related Subordinate Certificates on a pro
rata basis, based on the Certificate Principal Balance thereof.
Section 6.06. Payments. (a) On each Distribution Date, other than the final Distribution
Date, the Securities Administrator shall distribute to each Certificateholder of record as of the
immediately preceding Record Date the Certificateholder's pro rata share of its Class (based on the
aggregate Fractional Undivided Interest represented by such Holder's Certificates) of all amounts
required to be distributed on such Distribution Date to such Class. The Securities Administrator shall
calculate the amount to be distributed to each Class and, based on such amounts, the Securities
Administrator shall determine the amount to be distributed to each Certificateholder. The Securities
Administrator's calculations of payments shall be based solely on information provided to the Securities
Administrator by the Master Servicer. The Securities Administrator shall not be required to confirm,
verify or recompute any such information but shall be entitled to rely conclusively on such information.
(b) Payment of the above amounts to each Certificateholder shall be made (i) by check
mailed to each Certificateholder entitled thereto at the address appearing in the Certificate Register
or (ii) upon receipt by the Securities Administrator on or before the fifth Business Day preceding the
Record Date of written instructions from a Certificateholder by wire transfer to a United States dollar
account maintained by the payee at any United States depository institution with appropriate facilities
for receiving such a wire transfer; provided, however, that the final payment in respect of each
Class of Certificates will be made only upon presentation and surrender of such respective Certificates
at the office or agency of the Securities Administrator specified in the notice to Certificateholders of
such final payment.
Section 6.07. Statements to Certificateholders. On each Distribution Date, concurrently
with each distribution to Certificateholders, the Securities Administrator shall make available to the
parties hereto and each Certificateholder, via the Securities Administrator's internet website as set
forth below, the following information, expressed in the aggregate and as a Fractional Undivided
Interest representing an initial Certificate Principal Balance of $1,000, or in the case of the Class
B-IO Certificates, an initial Notional Amount of $1,000:
(a) the Certificate Principal Balance or Notional Amount, as applicable, of each
Class after giving effect (i) to all distributions allocable to principal on such Distribution Date and
(ii) the allocation of any Applied Realized Loss Amounts for such Distribution Date;
(b) the amount of the related distribution to Holders of each Class allocable to
principal, separately identifying (A) the aggregate amount of any Principal Prepayments included
therein, (B) the aggregate of all scheduled payments of principal included therein and (C) the Extra
Principal Distribution Amount (if any);
(c) the Pass-Through Rate for each applicable Class of Certificates with respect to the
current Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by the Net Rate
Cap;
(d) the amount of such distribution to Holders of each Class allocable to interest;
(e) the applicable accrual periods dates for calculating distributions and general
Distribution Dates;
(f) the total cash flows received and the general sources thereof;
(g) the amount, if any, of fees or expenses accrued and paid, with an identification of
the payee and the general purpose of such fees including the related amount of the Servicing Fees paid
to or retained by the Master Servicer for the related Due Period;
(h) the amount of any Cap Contract Payment Amount payable to the Securities Administrator;
(i) with respect to each Loan Group, the amount of such distribution to each
Certificate allocable to interest and, with respect to the Group I Certificates, the portion thereof, if
any, provided by the Cap Contract;
(j) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry Forward
Amount for each Class of Certificates;
(k) with respect to each Loan Group or Sub-Loan Group, the aggregate of the Stated
Principal Balance of (A) all of the Mortgage Loans and (B) the Adjustable Rate Mortgage Loans, for the
following Distribution Date;
(l) the number and Outstanding Principal Balance of the Mortgage Loans in each Loan Group
that were Delinquent (exclusive of any Mortgage Loan in foreclosure) in respect of which using the OTS
method of calculation (A) one Scheduled Payment is Delinquent, (B) two Scheduled Payments are
Delinquent, (C) three or more Scheduled Payments are Delinquent and (D) foreclosure proceedings have
been commenced, in each case as of the close of business on the last day of the calendar month preceding
such Distribution Date and separately identifying such information for the (1) first lien Mortgage
Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan Group;
(m) with respect to each Loan Group or Sub-Loan Group, the amount of Monthly Advances
included in the distribution on such Distribution Date (including the general purpose of such Monthly
Advances);
(n) with respect to each Loan Group or Sub-Loan Group, the cumulative amount of Applied
Realized Loss Amounts to date;
(o) if applicable, material modifications, extensions or waivers to Mortgage Loan terms,
fees, penalties or payments during the prior calendar month or that have become material over time;
(p) with respect to each Loan Group or Sub-Loan Group and with respect to any Mortgage
Loan that was liquidated during the prior calendar month, the loan number and aggregate Stated Principal
Balance of, and Realized Loss on, such Mortgage Loan as of the close of business on the Determination
Date preceding such Distribution Date;
(q) with respect to each Loan Group or Sub-Loan Group, the total number and
principal balance of any real estate owned or REO Properties as of the close of business on the last day
of the calendar month preceding such Distribution Date;
(r) with respect to each Loan Group or Sub-Loan Group, the three month rolling average of
the percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance
of the Mortgage Loans that are 60 days or more Delinquent (in respect of which using the OTS method of
calculation) or are in bankruptcy or foreclosure or are REO Properties, and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans in each case as of the close of
business on the last day of the calendar month preceding such Distribution Date and separately
identifying such information for the (1) first lien Mortgage Loans, and (2) Adjustable Rate Mortgage
Loans;
(s) the Realized Losses during the related calendar month and the cumulative Realized
Losses through the end of the preceding month;
(t) whether a Trigger Event exists;
(u) updated pool composition data including the following with respect to each Loan Group:
weighted average mortgage rate and weighted average remaining term;
(v) [Reserved];
(w) [Reserved];
(x) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable, as
of the close of business on the applicable Distribution Date and a description of any change in the
calculation of these amounts;
(y) the amount of the distribution made on such Distribution Date to the Holders of the
Class XP Certificates allocable to Prepayment Charges for the Group I Mortgage Loans; and
(z) whether any exchanges of Exchangeable Certificates or
Exchanged Certificates have taken place since the preceding Distribution Date and, if applicable, the
names, Certificate Principal Balances, including notional and principal balances, pass-through rates,
and any interest and principal paid, including any shortfalls allocated, of any Classes of Certificates
that were received by the Certificateholder of such Certificate as a result of such exchange.
The Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan selection criteria or
procedures, as applicable, used to originate, acquire or select Mortgage Loans for the Trust Fund it
will notify the Securities Administrator five calendar days before each Distribution Date, and if no
such notification occurs, the Securities Administrator has no obligation to report with respect to (y).
The Depositor covenants to the Securities Administrator that there will be no new issuance of securities
backed by the same asset pool, so the Securities Administrator will only be responsible in (x) above for
reporting any pool asset changes, such as additions or removals of Mortgage Loans from the Trust Fund.
The information set forth above shall be calculated or reported, as the case may be, by the
Securities Administrator, based solely on, and to the extent of, information provided to the Securities
Administrator and the Master Servicer by the Servicer and the Counterparty. The Securities
Administrator may conclusively rely on such information and shall not be required to confirm, verify or
recalculate any such information.
The Securities Administrator may make available each month, to any interested party, the
monthly statement to Certificateholders via the Securities Administrator's website initially located at
"xxx.xxxxxxx.xxx." Assistance in using the website can be obtained by calling the Securities
Administrator's customer service desk at (000) 000-0000. Parties that are unable to use the above
distribution option are entitled to have a paper copy mailed to them via first class mail by calling the
Securities Administrator's customer service desk and indicating such. The Securities Administrator
shall have the right to change the way such reports are distributed in order to make such distribution
more convenient and/or more accessible to the parties, and the Securities Administrator shall provide
timely and adequate notification to all parties regarding any such change.
Within a reasonable period of time after the end of the preceding calendar year beginning in
2007, the Securities Administrator will furnish a report to each Holder of the Certificates of record at
any time during the prior calendar year as to the aggregate of amounts reported pursuant to subclauses
(a)(i) and (a)(ii) above with respect to the Certificates, plus information with respect to the amount
of servicing compensation and such other customary information as the Securities Administrator may
determine to be necessary and/or to be required by the Internal Revenue Service or by a federal or state
law or rules or regulations to enable such Holders to prepare their tax returns for such calendar year.
Such obligations shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator or the Trustee pursuant to the
requirements of the Code.
Section 6.08. Monthly Advances. If the related Servicer was required to make a Monthly
Advance pursuant to the related Servicing Agreement and fails to make any required Monthly Advance, in
whole or in part, the Master Servicer, as successor servicer, or any other successor servicer appointed
by it, will deposit in the Distribution Account not later than the Distribution Account Deposit Date
immediately preceding the related Distribution Date an amount equal to such Monthly Advance to the
extent not otherwise paid by the related Servicer, net of the Servicing Fee for such Mortgage Loan
except to the extent the Master Servicer determines any such advance to be a Nonrecoverable Advance.
Subject to the foregoing, the Master Servicer, as successor servicer, shall continue to make such
advances through the date that the related Servicer is required to do so under its Servicing Agreement;
provided, however, that if the Master Servicer deems an advance to be a Nonrecoverable Advance, on the
Distribution Account Deposit Date, the Master Servicer shall not be obligated to make such advance and
shall present an Officer's Certificate to the Trustee (i) stating that the Master Servicer elects not to
make a Monthly Advance in a stated amount and (ii) detailing the reason it deems the advance to be a
Nonrecoverable Advance.
Section 6.09. Compensating Interest Payments. The Master Servicer shall deposit in the
Distribution Account not later than each Distribution Account Deposit Date an amount equal to the lesser
of (i) the sum of the aggregate amounts required to be paid by the Servicers under the Servicing
Agreements with respect to subclauses (a) and (b) of the definition of Interest Shortfall with respect
to the Mortgage Loans for the related Distribution Date, and not so paid by the related Servicers and
(ii) the Master Servicer Compensation for such Distribution Date (such amount, the "Compensating
Interest Payment"). The Master Servicer shall not be entitled to any reimbursement of any Compensating
Interest Payment.
Section 6.10. Distributions on REMIC Regular Interests. (a) On each Distribution Date, the
Securities Administrator shall be deemed to distribute, to REMIC II as the holder of the REMIC I Regular
Interests, those portions of the REMIC I Distribution Amount not designated to Component I of the Class
R Certificates, in the amounts and in accordance with the priorities set forth in the definition of
REMIC I Distribution Amount.
(b) On each Distribution Date, the Securities Administrator shall be deemed to distribute
to the Trustee, on behalf of REMIC IV as the holder of the REMIC II Regular Interests and the REMIC III
Regular Interests, those portions of the REMIC II Distribution Amount not designated to Component II of
the Class R Certificates, in the amounts and in accordance with the priorities set forth in the
definition of REMIC II Distribution Amount and those portions of the REMIC III Distribution Amount not
designated to Component III of the Class R Certificates, in the amounts and in accordance with the
priorities set forth in the definition of REMIC III Distribution Amount.
(c) On each Distribution Date, the Securities Administrator shall be deemed to distribute
the REMIC IV Distribution Amount to: (i) the holders of the Certificates (other than the Class B-IO
Certificates), as the holders of the REMIC IV Interests (other than REMIC IV Regular Interests B-IO-I
and B-IO-P) and (ii) itself on behalf of REMIC V, as the holder of REMIC IV Regular Interests B-IO-I and
B-IO-P, in the amounts and in accordance with the priorities set forth in the definition of REMIC IV
Distribution Amount.
(d) On each Distribution Date, the Securities Administrator shall be deemed to
distribute to the holder of the Class B-IO Certificates, as the holder of the REMIC V Regular Interest,
the amounts set forth in the definition of REMIC V Distribution Amount.
(e) Notwithstanding the deemed distributions on the REMIC Regular Interests
described in this Section 6.10, distributions of funds from the Distribution Account shall be made only
in accordance with Sections 6.01 and 6.02.
ARTICLE VII
The Master Servicer
Section 7.01. Liabilities of the Master Servicer. The Master Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it
herein.
Section 7.02. Merger or Consolidation of the Master Servicer. (a) The Master Servicer will
keep in full force and effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, 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, the Certificates or any of the Mortgage Loans and to
perform its duties under this Agreement.
(b) Any Person into which the Master Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation to which the Master Servicer shall be a party, or
any Person succeeding to the business of the Master Servicer, shall be the successor of the Master
Servicer hereunder, without the execution or filing of any paper or further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements
of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating
to, any claim or legal action (including any pending or threatened claim or legal action) relating to
this Agreement, the Servicing Agreements, the Assignment Agreements or the Certificates or the powers of
attorney delivered by the Trustee hereunder (i) related to the Master Servicer's failure to perform its
duties in compliance with this Agreement (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's
willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason
of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to
any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have
given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer
of the Trustee shall have with respect to such claim or legal action actual knowledge thereof. The
Trustee's failure to give any such notice shall not affect the Trustee's right to indemnification
hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give
notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.
(b) The Trust Fund will indemnify any Indemnified Person for any loss, liability or
expense (including reasonable legal fees and disbursements of counsel) of any Indemnified Person not
otherwise covered by the Master Servicer's indemnification pursuant to Section 7.03(a).
Section 7.04. Limitations on Liability of the Master Servicer and Others. Subject to the
obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:
(a) Neither the Master Servicer nor any of the directors, officers, employees or agents of
the Master Servicer shall be under any liability to the Indemnified Persons, the Depositor, the Trust
Fund or the Certificateholders for taking any action 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 the Master Servicer or any such Person against any breach of warranties or
representations made herein or any liability which would otherwise be imposed by reason of such Person's
willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.
(b) The Master Servicer and any director, officer, employee or agent of the Master
Servicer 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.
(c) The Master Servicer, the Custodian and any director, officer, employee or agent of the
Master Servicer or the Custodian shall be indemnified by the Trust and held harmless thereby against any
loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on
their part that may be sustained in connection with, arising out of, or related to, any claim or legal
action (including any pending or threatened claim or legal action) relating to this Agreement, the
Certificates or any Servicing Agreement (except to the extent that the Master Servicer is indemnified by
the Servicer thereunder), other than (i) any such loss, liability or expense related to the Master
Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian's
failure to perform its duties under the Custodial Agreement, respectively, or (ii) any such loss,
liability or expense incurred by reason of the Master Servicer's or the Custodian's willful misfeasance,
bad faith or gross negligence in the performance of duties hereunder or under the Custodial Agreement,
as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the
Custodial Agreement, as applicable.
(d) The Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its duties under this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, the Master Servicer may in its
discretion, with the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor out of the Distribution Account as provided by Section 4.05. Nothing in this
Section 7.04(d) shall affect the Master Servicer's obligation to supervise, or to take such actions as
are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Section
3.01(a).
(e) In taking or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer shall not be required to
investigate or make recommendations concerning potential liabilities which the Trust might incur as a
result of such course of action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential liabilities.
(f) The Master Servicer shall not be liable for any acts or omissions of any Servicer,
except as otherwise expressly provided herein.
Section 7.05. Master Servicer Not to Resign. Except as provided in Section 7.07, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it except upon a
determination that any such duties hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Independent Counsel addressed to the Trustee to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the
Company or the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee
shall have assumed the responsibilities and obligations of the Master Servicer in accordance with
Section 8.02 hereof. The Trustee shall notify the Rating Agencies upon its receipt of written notice of
the resignation of the Master Servicer.
Section 7.06. Successor Master Servicer. In connection with the appointment of any
successor Master Servicer or the assumption of the duties of the Master Servicer, the Company or the
Trustee may make such arrangements for the compensation of such successor master servicer out of
payments on the Mortgage Loans as the Company or the Trustee and such successor master servicer shall
agree. If the successor master servicer does not agree that such market value is a fair price, such
successor master servicer shall obtain two quotations of market value from third parties actively
engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, the
compensation payable to a successor master servicer may not exceed the compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued to act as Master
Servicer hereunder.
Section 7.07. Sale and Assignment of Master Servicing. The Master Servicer may sell and
assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this
Agreement and the Company may terminate the Master Servicer without cause and select a new Master
Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or
Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as
evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by
such Person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by it as master servicer under this Agreement, any custodial agreement from and
after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the
Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded,
qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to
such effect delivered to the Master Servicer and the Trustee (at the expense of the Master Servicer);
(iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an
Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that
all conditions precedent to such action under this Agreement have been completed and such action is
permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is
terminated without cause by the Company, the Company shall pay the terminated Master Servicer a
termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the
time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No
such assignment or delegation shall affect any rights or liability of the Master Servicer arising prior
to the effective date thereof.
ARTICLE VIII
Default
Section 8.01. Events of Default. "Event of Default," wherever used herein, means any one of
the following events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body) and only with respect to
the defaulting Master Servicer:
(a) The Master Servicer fails to cause to be deposited in the Distribution Account any
amount so required to be deposited pursuant to this Agreement (other than a Monthly Advance), and such
failure continues unremedied for a period of three Business Days after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer;
or
(b) The Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed by it, which covenants and
agreements materially affect the rights of Certificateholders, and such failure continues unremedied for
a period of 60 days after the date on which written notice of such failure, properly requiring the same
to be remedied, shall have been given to the Master Servicer by the Trustee or to the Master Servicer
and the Trustee by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 25% of the Trust Fund; or
(c) There is entered against the Master Servicer a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree
or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is
commenced against the Master Servicer under any applicable insolvency or reorganization statute and the
petition is not dismissed within 60 days after the commencement of the case; or
(d) The Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or substantially all of its property; or the Master
Servicer admits in writing its inability to pay its debts generally as they become due, files a petition
to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(e) The Master Servicer assigns or delegates its duties or rights under this Agreement in
contravention of the provisions permitting such assignment or delegation under Sections 7.05 or 7.07;
(f) The Master Servicer fails to comply with Section 3.16, Section 3.17 and Section 3.18;
or
(g) The Master Servicer fails to cause to be deposited, in the Distribution Account any
Monthly Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the
Distribution Account Deposit Date.
In each and every such case, so long as such Event of Default with respect to the Master
Servicer shall not have been remedied, either the Trustee or the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than 51% of the principal of the Trust Fund, by
notice in writing to the Master Servicer (and to the Trustee if given by such Certificateholders), with
a copy to the Rating Agencies, and with the consent of the Company, may terminate all of the rights and
obligations (but not the liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property serviced by the Master Servicer and the proceeds thereof. Upon
the receipt by the Master Servicer of the written notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the Certificates, the Mortgage Loans, REO Property or
under any other related agreements (but only to the extent that such other agreements relate to the
Mortgage Loans or related REO Property) shall, subject to Section 3.17 and Section 8.02, automatically
and without further action pass to and be vested in the Trustee, in its capacity as successor Master
Servicer, pursuant to this Section 8.01 (and, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, such power and authority of the Master Servicer
shall, subject to Section 8.02, automatically and without further action pass to and be vested in the
successor Master Servicer appointed by the Depositor); and, without limitation, the Trustee, in its
capacity as successor Master Servicer,(or such successor Master Servicer appointed by the Depositor, as
the case may be), is hereby authorized and empowered to execute and deliver, on behalf of the Master
Servicer as attorney-in-fact or otherwise, any and all documents and other instruments and to 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. The Master Servicer agrees to cooperate with the Trustee, in its
capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as
the case may be), in effecting the termination of the Master Servicer's rights and obligations
hereunder, including, without limitation, the transfer to the Trustee, in its capacity as successor
Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), of
(i) the property and amounts which are then or should be part of the Trust or which thereafter become
part of the Trust; and (ii) originals or copies of all documents of the Master Servicer reasonably
requested by the Trustee, in its capacity as successor Master Servicer (or such successor Master
Servicer appointed by the Depositor, as the case may be), to enable it to assume the Master Servicer's
duties thereunder. In addition to any other amounts which are then, or, notwithstanding the termination
of its activities under this Agreement, may become payable to the Master Servicer under this Agreement,
the Master Servicer shall be entitled to receive, out of any amount received on account of a Mortgage
Loan or related REO Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given. The termination of the
rights and obligations of the Master Servicer shall not affect any obligations incurred by the Master
Servicer prior to such termination.
Notwithstanding the foregoing, if an Event of Default described in clause (f) of this
Section 8.01 shall occur, the Trustee shall, by notice in writing to the Master Servicer, which may be
delivered by telecopy, immediately terminate all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Monthly Advances and other advances of its own funds, and the
Trustee, in its capacity as successor Master Servicer (or such successor Master Servicer appointed by
the Depositor, as the case may be), shall act as provided in Section 8.02 to carry out the duties of the
Master Servicer, including the obligation to make any Monthly Advance the nonpayment of which was an
Event of Default described in clause (f) of this Section 8.01. Any such action taken by the Trustee, in
its capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor,
as the case may be), must be prior to the distribution on the relevant Distribution Date.
Section 8.02. Successor to Act; Appointment of Successor. (a) Upon the receipt by the
Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel
pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate
its duties to a Person which is legally able to act, the Trustee, in its capacity as successor Master
Servicer (and, with respect to an Event of Default resulting from the Master Servicer's failure to
comply with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section
3.17), shall automatically become the successor in all respects to the Master Servicer in its capacity
under this Agreement and the transactions set forth or provided for herein and shall thereafter have all
of the rights and powers of, and be subject to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Company shall have the right to either (a) immediately assume the
duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that
the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), shall have no obligation whatsoever with respect
to any liability (other than advances deemed recoverable and not previously made) incurred by the Master
Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06,
the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), shall be entitled to compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder,
except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for
advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee, in
its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established
housing and home finance institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with
respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as
the successor to the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee, in
its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), shall obtain a letter from each Rating Agency that the ratings, if
any, on each of the Certificates will not be lowered as a result of the selection of the successor to
the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee,
in its capacity as successor Master Servicer, shall act (other than with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, in which event the successor
appointed by the Depositor shall act) in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which
the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to
any third Person acting as an agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
(b) If the Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as
Trustee and, accordingly, the provisions of Article IX shall be inapplicable to the Trustee in its
duties as the successor to the Master Servicer in the servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee); the provisions of Article
VII, however, shall apply to it in its capacity as successor Master Servicer.
The costs and expenses of the Trustee in connection with the termination of the Master
Servicer, the appointment of a successor Master Servicer and, if applicable, any transfer of servicing,
including, without limitation, all costs and expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the successor Master Servicer to service the Mortgage Loans properly and effectively, to the
extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section
9.05. Any successor to the Master Servicer acting as successor servicer under any Servicing Agreement
shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of
its service as successor Master Servicer maintain in force the policy or policies that the Master
Servicer is required to maintain pursuant to Section 3.04.
Section 8.03. Notification to Certificateholders. Upon any termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt written notice thereof to the Securities
Administrator or, if the Securities Administrator is terminated or resigns upon the termination of the
Master Servicer, the successor securities administrator, and the Securities Administrator or the
successor securities administrator shall give prompt written notice thereof to the Rating Agencies and
the Certificateholders at their respective addresses appearing in the Certificate Register.
Section 8.04. Waiver of Defaults. The Trustee shall transmit by mail to the Securities
Administrator, who shall give prompt written notice thereof to all Certificateholders, within 60 days
after the occurrence of any Event of Default actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured, notice of each such Event of Default. The Holders
of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust
Fund may, on behalf of all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except a default in the making of
or the causing to be made any required distribution on the Certificates, which default may only be
waived by Holders of Certificates evidencing Fractional Undivided Interests aggregating 100% of the
Trust Fund. Upon any such waiver of a past default, such default shall be deemed to cease to exist, and
any Event of Default arising therefrom shall be deemed to have been timely remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Securities Administrator shall give
notice of any such waiver to the Trustee and the Rating Agencies.
Section 8.05. List of Certificateholders. Upon written request of three or more
Certificateholders of record, for purposes of communicating with other Certificateholders with respect
to their rights under this Agreement, the Securities Administrator will afford such Certificateholders
access during business hours to the most recent list of Certificateholders held by the Securities
Administrator.
Section 8.06 Duties of Trustee and Securities
Administrator. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or
waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake
to perform such duties and only such duties as are specifically set forth in this Agreement as duties of
the Trustee and the Securities Administrator, respectively. If an Event of Default has occurred and has
not been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and subject to Section 8.02(b) use the same degree of care and skill in their exercise, as a
prudent person would exercise under the circumstances in the conduct of his own affairs.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be furnished to the Trustee
and the Securities Administrator pursuant to any provision of this Agreement, the Trustee and the
Securities Administrator, respectively, shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that neither the Trustee nor the Securities Administrator
shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished hereunder; provided, further, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy or verification of any
calculation provided to it pursuant to this Agreement.
(c) On each Distribution Date, the Securities Administrator shall make monthly
distributions and the final distribution to the related Certificateholders from related funds in the
Distribution Account as provided in Sections 6.01 and 10.01 herein based solely on the report of the
Master Servicer.
(d) No provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver
of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the
Securities Administrator shall be determined solely by the express provisions of this Agreement, neither
the Trustee nor the Securities Administrator shall be liable except for the performance of their
respective duties and obligations as are specifically set forth in this Agreement, no implied covenants
or obligations shall be read into this Agreement against the Trustee or the Securities Administrator
and, in the absence of bad faith on the part of the Trustee or the Securities Administrator,
respectively, the Trustee or the Securities Administrator, respectively, may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee or the Securities Administrator, respectively, and conforming to
the requirements of this Agreement;
(ii) Neither the Trustee nor the Securities Administrator shall be liable in its
individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee or an officer of the Securities Administrator, respectively, unless it shall be
proved that the Trustee or the Securities Administrator, respectively, was negligent in ascertaining the
pertinent facts;
(iii) Neither the Trustee nor the Securities Administrator shall be liable with
respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the
directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less
than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or the Securities Administrator,
respectively, or exercising any trust or other power conferred upon the Trustee or the Securities
Administrator, respectively, under this Agreement;
(iv) The Trustee shall not be required to take notice or be deemed to have notice
or knowledge of any default or Event of Default unless a Responsible Officer of the Trustee's Corporate
Trust Office shall have actual knowledge thereof. In the absence of such notice, the Trustee may
conclusively assume there is no such default or Event of Default;
(v) The Trustee shall not in any way be liable by reason of any insufficiency in
any Account held by or in the name of Trustee unless it is determined by a court of competent
jurisdiction that the Trustee's gross negligence or willful misconduct was the primary cause of such
insufficiency (except to the extent that the Trustee is obligor and has defaulted thereon);
(vi) The Securities Administrator shall not in any way be liable by reason of any
insufficiency in any Account held by the Securities Administrator hereunder or any Account held by the
Securities Administrator in the name of the Trustee unless it is determined by a court of competent
jurisdiction that the Securities Administrator's gross negligence or willful misconduct was the primary
cause of such insufficiency (except to the extent that the Securities Administrator is obligor and has
defaulted thereon);
(vii) Anything in this Agreement to the contrary notwithstanding, in no event shall
the Trustee or the Securities Administrator be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the
Securities Administrator, respectively, has been advised of the likelihood of such loss or damage and
regardless of the form of action;
(viii) None of the Securities Administrator, the Master Servicer, the Depositor, the
Company, any Custodian, the Counterparty or the Trustee shall be responsible for the acts or omissions
of the other, it being understood that this Agreement shall not be construed to render them partners,
joint venturers or agents of one another and
(ix) Neither the Trustee nor the Securities Administrator shall be required to
expend or risk its own funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement shall in any event
require the Trustee or the Securities Administrator to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Master Servicer in accordance with the terms of this Agreement.
(e) Except for those actions that the Trustee or the Securities Administrator is required
to take hereunder, neither the Trustee nor the Securities Administrator shall have any obligation or
liability to take any action or to refrain from taking any action hereunder in the absence of written
direction as provided hereunder.
Section 8.07 Certain Matters Affecting the Trustee and the Securities Administrator.
Except as otherwise provided in Section 9.01:
(a) The Trustee and the Securities Administrator may rely and shall be protected
in acting or refraining from acting in reliance on any resolution, certificate of the Securities
Administrator (with respect to the Trustee only), the Depositor, the Master Servicer or a Servicer,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;
(b) The Trustee and the Securities Administrator may consult with counsel and any advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with
respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with
such advice or Opinion of Counsel;
(c) Neither the Trustee nor the Securities Administrator shall be under any obligation to
exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give
notices pursuant to this Agreement, or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the Certificateholders pursuant to the
provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual
knowledge (which has not been cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person
would exercise under the circumstances in the conduct of his own affairs;
(d) Prior to the occurrence of an Event of Default hereunder and after the curing or
waiver of all Events of Default which may have occurred, neither the Trustee nor the Securities
Administrator shall be liable in its individual capacity for any action taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(e) Neither the Trustee nor the Securities Administrator shall be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 25% of the Trust Fund and provided that the payment within a
reasonable time to the Trustee or the Securities Administrator, as applicable, of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is, in the Opinion of the
Trustee or the Securities Administrator, as applicable, reasonably assured to the Trustee or the
Securities Administrator, as applicable, by the security afforded to it by the terms of this Agreement.
The Trustee or the Securities Administrator may require reasonable indemnity against such expense or
liability as a condition to taking any such action. The reasonable expense of every such examination
shall be paid by the Certificateholders requesting the investigation;
(f) The Trustee and the Securities Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or through Affiliates, agents or attorneys;
provided, however, that the Trustee may not appoint any agent (other than the Custodian) to perform its
custodial functions with respect to the Mortgage Files or paying agent functions under this Agreement
without the express written consent of the Master Servicer, which consent will not be unreasonably
withheld. Neither the Trustee nor the Securities Administrator shall be liable or responsible for the
misconduct or negligence of any of the Trustee's or the Securities Administrator's agents or attorneys
or a custodian or paying agent appointed hereunder by the Trustee or the Securities Administrator with
due care and, when required, with the consent of the Master Servicer;
(g) Should the Trustee or the Securities Administrator deem the nature of any
action required on its part, other than a payment or transfer by the Securities Administrator under
Section 4.01(b) or Section 4.04, to be unclear, the Trustee or the Securities Administrator,
respectively, may require prior to such action that it be provided by the Depositor with reasonable
further instructions;
(h) The right of the Trustee or the Securities Administrator to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the
Securities Administrator shall be accountable for other than its negligence or willful misconduct in the
performance of any such act;
(i) Neither the Trustee nor the Securities Administrator shall be required to give any
bond or surety with respect to the execution of the trust created hereby or the powers granted
hereunder, except as provided in Section 9.07; and
(j) Neither the Trustee nor the Securities Administrator shall have any duty to
conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of
any Mortgage Loan by the Sponsor pursuant to this Agreement, the Mortgage Loan Purchase Agreement or the
eligibility of any Mortgage Loan for purposes of this Agreement.
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Trustee and Securities
Administrator Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the signature and countersignature of the Securities Administrator on the
Certificates) shall be taken as the statements of the Depositor, and neither the Trustee nor the
Securities Administrator shall have any responsibility for their correctness. Neither the Trustee nor
the Securities Administrator makes any representation as to the validity or sufficiency of the
Certificates (other than the signature and countersignature of the Securities Administrator on the
Certificates) or of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05 hereof;
provided, however, that the foregoing shall not relieve the Trustee of the obligation to review the
Mortgage Files pursuant to Sections 2.02 and 2.04. The Securities Administrator's signature and
countersignature (or countersignature of its agent) on the Certificates shall be solely in its capacity
as Securities Administrator and shall not constitute the Certificates an obligation of the Securities
Administrator in any other capacity. Neither the Trustee nor the Securities Administrator shall be
accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of
such Certificates, or for the use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. Subject to the provisions of Section 2.05, neither the Trustee nor the Securities
Administrator shall be responsible for the legality or validity of this Agreement or any document or
instrument relating to this Agreement, the validity of the execution of this Agreement or of any
supplement hereto or instrument of further assurance, or the validity, priority, perfection or
sufficiency of the security for the Certificates issued hereunder or intended to be issued hereunder.
Neither the Trustee nor the Securities Administrator shall at any time have any responsibility or
liability for or with respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection
and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the
payments to be distributed to Certificateholders, under this Agreement. Neither the Trustee nor the
Securities Administrator shall have any responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement other than any
continuation statements filed by the Trustee pursuant to Section 3.20.
Section 9.02 Trustee and Securities
Administrator May Own Certificates. The Trustee and the Securities Administrator in their individual
capacities or in any capacity other than as Trustee or Securities Administrator, hereunder may become
the owner or pledgee of any Certificates with the same rights it would have if it were not the Trustee
or the Securities Administrator, as applicable, and may otherwise deal with the parties hereto.
Section 9.03 Trustee's and Securities
Administrator's Fees and Expenses. The fees and expenses of the Trustee shall be paid in accordance
with a side letter agreement between the Trustee and the Master Servicer. The Securities Administrator
shall be paid by the Master Servicer from the Master Servicer's compensation. In addition, the Trustee
and the Securities Administrator will be entitled to recover from the Distribution Account pursuant to
Section 4.05(l) all reasonable out-of-pocket expenses, disbursements and advances and the expenses of
the Trustee and the Securities Administrator, respectively, in connection with such Person's compliance
with Section 3.23, any Event of Default, any breach of this Agreement, the termination of the Master
Servicer, the appointment of a successor Master Servicer and, if applicable, any transfer of servicing
as set forth in Section 8.02(b), or as otherwise set forth herein, or any claim or legal action
(including any pending or threatened claim or legal action) incurred or made by or against the Trustee
or the Securities Administrator, respectively, in the administration of the trusts hereunder (including
the reasonable compensation, expenses and disbursements of its counsel) except any such expense,
disbursement or advance as may arise from its negligence or intentional misconduct or which is the
responsibility of the Certificateholders. If funds in the Distribution Account are insufficient
therefor, the Trustee and the Securities Administrator shall recover such expenses from the Depositor.
Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust.
Section 9.04 Eligibility Requirements
for Trustee and Securities Administrator. The Trustee and any successor Trustee and the Securities
Administrator and any successor Securities Administrator shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association organized and doing
business under the laws of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to supervision or examination
by federal or state authority and, in the case of the Trustee, rated "BBB" or higher by S&P with respect
to their long-term rating and rated "BBB" or higher by S&P and "Baa2" or higher by Xxxxx'x with respect
to any outstanding long-term unsecured unsubordinated debt, and, in the case of a successor Trustee or
successor Securities Administrator other than pursuant to Section 9.10, rated in one of the two highest
long-term debt categories of, or otherwise acceptable to, each of the Rating Agencies. If the Trustee
publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 9.06 the combined
capital and surplus of such corporation shall be deemed to be its total equity capital (combined capital
and surplus) as set forth in its most recent report of condition so published. In case at any time the
Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of
this Section 9.06, the Trustee or the Securities Administrator shall resign immediately in the manner
and with the effect specified in Section 9.08.
Section 9.05 Insurance. The Trustee
and the Securities Administrator, at their own expense, shall at all times maintain and keep in full
force and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii) forgery insurance
(which may be collectively satisfied by a "Financial Institution Bond" and/or a "Bankers' Blanket
Bond"). All such insurance shall be in amounts, with standard coverage and subject to deductibles, as
are customary for insurance typically maintained by banks or their affiliates which act as custodians
for investor-owned mortgage pools. A certificate of an officer of the Trustee or the Securities
Administrator as to the Trustee's or the Securities Administrator's, respectively, compliance with this
Section 9.07 shall be furnished to any Certificateholder upon reasonable written request.
Section 9.06 Resignation and Removal
of the Trustee and Securities Administrator. (a) The Trustee and the Securities Administrator may at
any time resign and be discharged from the Trust hereby created by giving written notice thereof to the
Depositor and the Master Servicer, with a copy to the Rating Agencies. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Trustee or successor Securities
Administrator, as applicable, by written instrument, in triplicate, one copy of which instrument shall
be delivered to each of the resigning Trustee or Securities Administrator, as applicable, the successor
Trustee or Securities Administrator, as applicable. If no successor Trustee or Securities Administrator
shall have been so appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Securities Administrator may petition any court of
competent jurisdiction for the appointment of a successor Trustee or Securities Administrator.
(b) If at any time the Trustee or the Securities Administrator shall cease to be eligible
in accordance with the provisions of Section 9.06 and shall fail to resign after written request
therefor by the Depositor or if at any time the Trustee or the Securities Administrator shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator, as applicable, or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or the Securities Administrator, as applicable, or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor
shall promptly remove the Trustee, or shall be entitled to remove the Securities Administrator, as
applicable, and appoint a successor Trustee or Securities Administrator, as applicable, by written
instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee or
Securities Administrator, as applicable, so removed, and the successor Trustee or Securities
Administrator, as applicable.
(c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 51% of the Trust Fund may at any time remove the Trustee or the Securities Administrator and
appoint a successor Trustee or Securities Administrator by written instrument or instruments, in
quintuplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, the Master Servicer, the Securities Administrator
(if the Trustee is removed), the Trustee (if the Securities Administrator is removed), and the Trustee
or Securities Administrator so removed and the successor so appointed. In the event that the Trustee or
Securities Administrator is removed by the Holders of Certificates in accordance with this
Section 9.08(c), the Holders of such Certificates shall be responsible for paying any compensation
payable hereunder to a successor Trustee or successor Securities Administrator, in excess of the amount
paid hereunder to the predecessor Trustee or predecessor Securities Administrator, as applicable.
(d) No resignation or removal of the Trustee or the Securities Administrator and
appointment of a successor Trustee or Securities Administrator pursuant to any of the provisions of this
Section 9.08 shall become effective except upon appointment of and acceptance of such appointment by the
successor Trustee or Securities Administrator as provided in Section 9.09.
Section 9.07 Successor Trustee and Successor Securities Administrator. (a) Any successor
Trustee or Securities Administrator appointed as provided in Section 9.08 shall execute, acknowledge and
deliver to the Depositor and to its predecessor Trustee or Securities Administrator an instrument
accepting such appointment hereunder. The resignation or removal of the predecessor Trustee or
Securities Administrator shall then become effective and such successor Trustee or Securities
Administrator, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally
named as Trustee or Securities Administrator herein. The predecessor Trustee or Securities
Administrator shall, after its receipt of payment in full of its outstanding fees and expenses promptly
deliver to the successor Trustee or Securities Administrator, as applicable, all assets and records of
the Trust held by it hereunder, and the Depositor and the predecessor Trustee or Securities
Administrator, as applicable, shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or
Securities Administrator, as applicable, all such rights, powers, duties and obligations.
(b) No successor Trustee or Securities Administrator shall accept appointment as provided
in this Section 9.09 unless at the time of such acceptance such successor Trustee or Securities
Administrator shall be eligible under the provisions of Section 9.06.
(c) Upon acceptance of appointment by a successor Trustee or Securities Administrator as
provided in this Section 9.09, the successor Trustee or Securities Administrator shall mail notice of
the succession of such Trustee or Securities Administrator hereunder to all Certificateholders at their
addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the
cost of any mailing by the successor Trustee or Securities Administrator.
Section 9.08 Merger or Consolidation of Trustee or Securities Administrator. Any state bank or
trust company or national banking association into which the Trustee or the Securities Administrator may
be merged or converted or with which it may be consolidated or any state bank or trust company or
national banking association resulting from any merger, conversion or consolidation to which the Trustee
or the Securities Administrator, respectively, shall be a party, or any state bank or trust company or
national banking association succeeding to all or substantially all of the corporate trust business of
the Trustee or the Securities Administrator, respectively, shall be the successor of the Trustee or the
Securities Administrator, respectively, hereunder, provided such state bank or trust company or national
banking association shall be eligible under the provisions of Section 9.06. Such succession shall be
valid without the execution, delivery of notice or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or property constituting the same may at the time be located, the Depositor
and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee and the Depositor to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part
thereof, and, subject to the other provisions of this Section 9.11, such powers, duties, obligations,
rights and trusts as the Depositor and the Trustee may consider necessary or desirable.
(b) If the Depositor shall not have joined in such appointment within 15 days after the
receipt by it of a written request so to do, the Trustee shall have the power to make such appointment
without the Depositor.
(c) No co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.06 hereunder and no notice to Certificateholders of
the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.08 hereof.
(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.11, all rights, powers, duties and obligations conferred or imposed upon the Trustee and
required to be conferred on such co-trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
(e) Any notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all
the provisions of this Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.
(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any
time, request the Trustee, its agent or attorney-in-fact, with full power and authority, to do any
lawful act under or with respect to this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor Trustee.
(g) No trustee under this Agreement shall be personally liable by reason of any act or
omission of another trustee under this Agreement. The Depositor and the Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or co-trustee.
Section 9.10 Federal Information Returns and Reports to Certificateholders; REMIC
Administration. (a) For federal income tax purposes, the taxable year of each 2006-7 REMIC shall be a
calendar year and the Securities Administrator shall maintain or cause the maintenance of the books of
each such 2006-7 REMIC on the accrual method of accounting.
(b) The Securities Administrator shall prepare and file or cause to be filed with the
Internal Revenue Service, and the Trustee shall upon the written instruction of the Securities
Administrator sign, Federal tax information returns or elections required to be made hereunder with
respect to each 2006-7 REMIC, the Trust Fund, if applicable, and the Certificates containing such
information and at the times and in the manner as may be required by the Code or applicable Treasury
regulations, and the Securities Administrator shall furnish to each Holder of Certificates at any time
during the calendar year for which such returns or reports are made such statements or information at
the times and in the manner as may be required thereby, including, without limitation, reports relating
to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade
or business, a cancellation of indebtedness, interest, original issue discount and market discount or
premium (using a constant prepayment assumption of 30% CPR for the Group I Mortgage Loans and 25% CPR
for the Group II Mortgage Loans). The Securities Administrator will apply for an Employee
Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities.
In connection with the foregoing, the Securities Administrator shall timely prepare and file, and the
Trustee shall upon the written instruction of the Securities Administrator sign, IRS Form 8811, which
shall provide the name and address of the person who can be contacted to obtain information required to
be reported to the holders of regular interests in each 2006-7 REMIC (the "REMIC Reporting Agent"). The
Securities Administrator on behalf of the Trustee shall make elections to treat each 2006-7 REMIC as a
REMIC (which elections shall apply to the taxable period ending December 31, 2006 and each calendar year
thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as
described by the Securities Administrator. The Trustee shall upon the written instruction of the
Securities Administrator sign all tax information returns filed pursuant to this Section and any other
returns as may be required by the Code. The Holder of the largest percentage interest in the Residual
Certificates is hereby designated as the "Tax Matters Person" (within the meaning of Treas. Reg.
§§1.860F-4(d)) for each 2006-7 REMIC. The Securities Administrator is hereby designated and appointed as
the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance
thereof appoint the Securities Administrator as agent and attorney-in-fact for the purpose of acting as
Tax Matters Person for each 2006-7 REMIC during such time as the Securities Administrator does not own
any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit
the Trustee from signing tax or information returns or other statements, or the Securities Administrator
from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take
whatever action that in their sole good faith judgment is necessary for the proper filing of such
information returns or for the provision of a tax matters person, including designation of the Holder of
the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters
person. Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Securities Administrator shall provide upon request and receipt of reasonable
compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue
Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee
permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or
nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any
record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute
to be an entity with a disqualified member).
(d) The Securities Administrator shall prepare and file or cause to be filed, and the
Trustee shall upon the written instruction of the Securities Administrator sign, any state income tax
returns required under Applicable State Law with respect to each 2006-7 REMIC or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Securities Administrator
shall comply with all federal withholding requirements respecting payments to Certificateholders of
interest or original issue discount on the Mortgage Loans, that the Securities Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall not be required for
such withholding. In the event the Securities Administrator withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Securities Administrator shall, together with its monthly report to such
Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator each agrees to indemnify the Trust Fund
and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach
by such party of such party's covenants set forth in this Section 9.12; provided, however, such
liability and obligation to indemnify in this paragraph shall be several and not joint and the Trustee
and the Securities Administrator shall not be liable or be obligated to indemnify the Trust Fund for the
failure by the other to perform any duty under this Agreement or the breach by the other of any covenant
in this Agreement.
ARTICLE X
Termination
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by EMC or its Designee or Liquidation of the
Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities of
the Depositor, the Trustee, the Master Servicer and the Securities Administrator created hereby, other
than the obligation of the Securities Administrator to make payments to Certificateholders as set forth
in this Section 10.01 shall terminate:
(i) in accordance with Section 10.01(c), the repurchase by or at the direction of
EMC or its designee of all of the Mortgage Loans in each of Loan Group I and Loan Group II (which
repurchase of the Group I Mortgage Loans and the Group II Mortgage Loans may occur on separate dates)
and all related REO Property remaining in the Trust at a price (the "Termination Purchase Price") equal
to the sum of (without duplication) (a) 100% of the Outstanding Principal Balance of each Mortgage Loan
in such Loan Group (other than a Mortgage Loan related to REO Property) as of the date of repurchase,
net of the principal portion of any unreimbursed Monthly Advances on the Mortgage Loans relating to the
Mortgage Loans made by the purchaser, plus accrued but unpaid interest thereon at the applicable
Mortgage Interest Rate to, but not including, the first day of the month of repurchase, (b) the
appraised value of any related REO Property, less the good faith estimate of the Depositor of
liquidation expenses to be incurred in connection with its disposal thereof (but not more than the
Outstanding Principal Balance of the related Mortgage Loan, together with interest at the applicable
Mortgage Interest Rate accrued on that balance but unpaid to, but not including, the first day of the
month of repurchase), such appraisal to be calculated by an appraiser mutually agreed upon by the
Depositor and the Trustee at the expense of the Depositor, (c) unreimbursed out-of pocket costs of the
Master Servicer, including unreimbursed servicing advances and the principal portion of any unreimbursed
Monthly Advances, made on the Mortgage Loans in such Loan Group prior to the exercise of such repurchase
right, (d) any costs and damages incurred by the Trust in connection with any violation of any predatory
or abusive lending laws with respect to a Mortgage Loan, and (e) any unreimbursed costs and expenses of
the Trustee, the Custodian and the Securities Administrator payable pursuant to Section 9.05;
(ii) the later of the making of the final payment or other liquidation, or any
advance with respect thereto, of the last Mortgage Loan, remaining in the Trust Fund or the disposition
of all property acquired with respect to any Mortgage Loan; provided, however, that in the event that an
advance has been made, but not yet recovered, at the time of such termination, the Person having made
such advance shall be entitled to receive, notwithstanding such termination, any payments received
subsequent thereto with respect to which such advance was made; or
(iii) the payment to the Certificateholders of all amounts required to be paid to
them pursuant to this Agreement.
(b) In no event, however, shall the Trust created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
Ambassador of the United States to the Court of St. James's, living on the date of this Agreement.
(c) (i) The right of EMC or its designee to repurchase Group I Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum
of the Cut-off Date Balance.
(ii) The right of EMC or its designee to repurchase Group II Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum
of the Cut-off Date Balance.
(iii) The right of EMC or its designee to repurchase all the assets of the Trust
Fund described in Section 10.01(a)(i) above shall also be exercisable if the Depositor, based upon an
Opinion of Counsel addressed to the Depositor, the Trustee and the Securities Administrator has
determined that the REMIC status of any 2006-7 REMIC has been lost or that a substantial risk exists
that such REMIC status will be lost for the then-current taxable year.
(iv) At any time thereafter, in the case of (i) and (ii) above, EMC may elect to
terminate any 2006-7 REMIC at any time, and upon such election, the Depositor or its designee, shall
purchase in accordance with Section 10.01(a)(i) above all the assets of the Trust Fund.
(d) The Securities Administrator shall give notice of any termination to the
Certificateholders, with a copy to the Master Servicer and the Trustee and the Rating Agencies upon
which the Certificateholders shall surrender their Certificates to the Securities Administrator for
payment of the final distribution and cancellation. Such notice shall be given by letter, mailed not
earlier than the l5th day and not later than the 25th day of the month next preceding the month of such
final distribution, and shall specify (i) the Distribution Date upon which final payment of the
Certificates will be made upon presentation and surrender of the Certificates at the Corporate Trust
Office of the Securities Administrator therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the Corporate Trust Office of the
Securities Administrator therein specified.
(e) If the option of EMC to repurchase or cause the repurchase of all Group I Mortgage
Loans or the Group II Mortgage Loans and the related assets described in Section 10.01(c) above is
exercised, EMC and/or its designee shall deliver to the Securities Administrator for deposit in the
Distribution Account, by the Business Day prior to the applicable Distribution Date, an amount equal to
the Termination Purchase Price of the Mortgage Loans being repurchased on such Distribution Date. Upon
presentation and surrender of the related Certificates by the related Certificateholders, the Securities
Administrator shall distribute to such Certificateholders from amounts then on deposit in the
Distribution Account an amount determined as follows: with respect to each such Certificate (other than
the Class II-X Certificates, the Residual Certificates and the Class XP Certificates), the outstanding
Certificate Principal Balance, plus with respect to each such Certificate (other than the Class II-X
Certificates, Residual Certificates and the Class XP Certificates), one month's interest thereon at the
applicable Pass-Through Rate; and with respect to the Class R Certificates and the Class XP
Certificates, the percentage interest evidenced thereby multiplied by the difference, if any, between
the above described repurchase price and the aggregate amount to be distributed to the Holders of the
related Certificates (other than the Residual Certificates and the Class XP Certificates). If the
amounts then on deposit in the Distribution Account are not sufficient to pay all of the related
Certificates in full (other than the Residual Certificates and the Class XP Certificates), any such
deficiency will be allocated, in the case of a repurchase of the Group I Mortgage Loans, first, to the
Class I-B Certificates, in inverse order of their numerical designation, second, to the Class I-M
Certificates, in inverse order of their numerical designation, and then to the related Senior
Certificates, on a pro rata basis, and in the case of a repurchase of the Group II Mortgage Loans,
first, to the Class II-B Certificates, in inverse order of their numerical designation, and then to the
related Senior Certificates, on a pro rata basis. Upon deposit of the required repurchase price and
following such final Distribution Date for the related Certificates, the Trustee shall cause the
Custodian to promptly release to EMC and/or its designee the Mortgage Files for the remaining applicable
Mortgage Loans, and the Accounts with respect thereto shall terminate, subject to the Securities
Administrator's obligation to hold any amounts payable to the related Certificateholders in trust
without interest pending final distributions pursuant to Section 10.01(g). After final distributions
pursuant to Section 10.01(g) to all Certificateholders, any other amounts remaining in the Accounts
will belong to the Depositor.
(f) In the event that this Agreement is terminated by reason of the payment or liquidation
of all Mortgage Loans or the disposition of all property acquired with respect to all Mortgage Loans
under Section 10.01(a)(ii) above, upon the presentation and surrender of the Certificates, the
Securities Administrator shall distribute to the remaining Certificateholders, in accordance with their
respective interests, all distributable amounts remaining in the Distribution Account. Following such
final Distribution Date, the Trustee shall release (or shall instruct the Custodian, on its behalf, to
release) promptly to the Depositor or its designee the Mortgage Files for the remaining Mortgage Loans,
and the Distribution Account shall terminate, subject to the Securities Administrator's obligation to
hold any amounts payable to the Certificateholders in trust without interest pending final distributions
pursuant to this Section 10.01(f).
(g) If not all of the Certificateholders shall surrender their Certificates for
cancellation within six months after the time specified in the above-mentioned written notice, the
Securities Administrator shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution with respect thereto.
If within six months after the second notice, not all the Certificates shall have been surrendered for
cancellation, the Securities Administrator may take appropriate steps, or appoint any agent to take
appropriate steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject
to this Agreement.
(h) EMC, if it is not the Master Servicer, or its designee, as applicable, shall be deemed
to represent that one of the following will be true and correct: (i) the exercise of the optional
termination right set forth in Section 10.01 shall not result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code or (ii) EMC or such designee, as applicable, is (A) not a party
in interest with respect to any Plan and (B) is not a "benefit plan investor" (other than a plan
sponsored or maintained by EMC or the designee, as the case may be, provided that no assets of such plan
are invested or deemed to be invested in the Certificates). If the holder of the optional termination
right is unable to exercise such option by reason of the preceding sentence, then the Master Servicer
may exercise such option.
Section 10.02. Additional Termination Requirements. (a) If the option of the Depositor to
repurchase all the Mortgage Loans under Section 10.01(a)(i) above is exercised, the Trust Fund and each
2006-7 REMIC shall be terminated in accordance with the following additional requirements, unless the
Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each 2006-7
REMIC or (ii) cause any 2006-7 REMIC to fail to qualify as a 2006-7 REMIC at any time that any Regular
Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at the written direction
of Depositor, the Securities Administrator, as agent for the respective Tax Matters Persons, shall adopt
a plan of complete liquidation of each 2006-7 REMIC in the case of a termination under Section
10.01(a)(i). Such plan, which shall be provided to the Securities Administrator by the Depositor, shall
meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations
thereunder.
(ii) the Depositor shall notify the Trustee and the Securities Administrator at the
commencement of such 90-day liquidation period and, at or prior to the time of making of the final
payment on the Certificates, the Securities Administrator shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms hereof; and
(iii) at or after the time of adoption of such a plan of complete liquidation of any
2006-7 REMIC and at or prior to the final Distribution Date, the Securities Administrator shall sell for
cash all of the assets of the Trust to or at the direction of the Depositor, and each 2006-7 REMIC,
shall terminate at such time.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree
to adopt such a plan of complete liquidation of the related 2006-7 REMIC upon the written request of the
Depositor, and to take such action in connection therewith as may be reasonably requested by the
Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for
purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the
Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return
of each 2006-7 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust
Fund, the Trust Fund and each 2006-7 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2006-7 REMIC shall be treated
as a REMIC for federal income tax purposes and that the provisions of this Agreement should be construed
in furtherance of this intent. Notwithstanding any other express or implied agreement to the contrary,
the Sponsor, the Master Servicer, the Securities Administrator, the Depositor, the Trustee, each
recipient of the related Prospectus Supplement and, by its acceptance thereof, each holder of a
Certificate, agrees and acknowledges that each party hereto has agreed that each of them and their
employees, representatives and other agents may disclose, immediately upon commencement of discussions,
to any and all persons the tax treatment and tax structure of the Certificates and the 2006-7 REMICs,
the transactions described herein and all materials of any kind (including opinions and other tax
analyses) that are provided to any of them relating to such tax treatment and tax structure except where
confidentiality is reasonably necessary to comply with the securities laws of any applicable
jurisdiction. For purposes of this paragraph, the terms "tax treatment" and "tax structure" have the
meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).
Section 11.02. Amendment. (a) This Agreement may be amended from time to time by the
Company, the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without
notice to or the consent of any of the Certificateholders, to (i) cure any ambiguity, (ii) correct or
supplement any provisions herein that may be defective or inconsistent with any other provisions herein,
(iii) conform any provisions herein to the provisions in the Prospectus, (iv) comply with any changes in
the Code, (v) to revise or correct any provisions to reflect the obligations of the parties to this
Agreement as they relate to Regulation AB or (vi) make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided, however, that with respect to clauses (iv) and (vi) of this Section 11.02(a), such
action shall not, as evidenced by an Opinion of Independent Counsel, addressed to the Trustee, adversely
affect in any material respect the interests of any Certificateholder. Notwithstanding anything
contained in Section 3.23, this Agreement shall not be amended without the agreement of all the parties
hereto.
(b) This Agreement may also be amended from time to time by the Company, the Master
Servicer, the Depositor, the Securities Administrator and the Trustee, with the consent of Holders of
the Certificates evidencing not less than 51% of the aggregate outstanding Certificate Principal Balance
of the Certificates included in the Loan Group affected thereby (or, of each Class of Certificates
evidencing not less than 51% of the aggregate outstanding Certificate Principal Balance of each Class
affected thereby, if such amendment affects only such Class or Classes) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all Certificates then outstanding,
or (iii) cause any 2006-7 REMIC to fail to qualify as a REMIC for federal income tax purposes, as
evidenced by an Opinion of Independent Counsel addressed to the Trustee which shall be provided to the
Trustee other than at the Trustee's expense. Notwithstanding any other provision of this Agreement, for
purposes of the giving or withholding of consents pursuant to this Section 11.02(b), Certificates
registered in the name of or held for the benefit of the Depositor, the Securities Administrator, the
Master Servicer, or the Trustee or any Affiliate thereof shall be entitled to vote their Fractional
Undivided Interests with respect to matters affecting such Certificates.
(c) Promptly after the execution of any such amendment, the Securities Administrator shall
furnish a copy of such amendment or written notification of the substance of such amendment to each
Certificateholder, the Rating Agencies and the Trustee.
(d) In the case of an amendment under Section 11.02(b) above, it shall not be necessary
for the Certificateholders to approve the particular form of such an amendment. Rather, it shall be
sufficient if the Certificateholders approve the substance of the amendment. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall
be subject to such reasonable regulations as the Securities Administrator may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the Trustee and the
Securities Administrator shall be entitled to receive and rely upon an Opinion of Counsel addressed to
the Trustee and the Securities Administrator stating that the execution of such amendment is authorized
or permitted by this Agreement. The Trustee and the Securities Administrator may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's or the Securities
Administrator's own respective rights, duties or immunities under this Agreement.
Section 11.03. Recordation of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are
situated, and in any other appropriate public recording office or elsewhere. The Depositor shall effect
such recordation, at the expense of the Trust upon the request in writing of a Certificateholder, but
only if such direction is accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation would materially and
beneficially affect the interests of the Certificateholders or is required by law.
Section 11.04. Limitation on Rights of Certificateholders. (a) The death or incapacity of
any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
(b) Except as expressly provided in this Agreement, no Certificateholders shall have any
right to vote or in any manner otherwise control the operation and management of the Trust, or the
obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to establish the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholders be under any liability to any third Person
by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon, under or with respect to this
Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to
any such parties unless (i) such Certificateholder previously shall have given to the Securities
Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
shall have made written request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the
Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding.
(d) No one or more Certificateholders shall have any right by virtue of any provision of
this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain
priority or preference over any other such Certificateholder, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each
and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.
Section 11.05. Acts of Certificateholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent duly appointed in writing. Except as
herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Securities Administrator and, where it is expressly required, to the
Depositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the Securities Administrator and
the Depositor, if made in the manner provided in this Section 11.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Securities Administrator deems sufficient.
(c) The ownership of Certificates (notwithstanding any notation of ownership or other
writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a
Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and
neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor
to any such parties shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action
of the holder of any Certificate shall bind every future holder of the same Certificate and the holder
of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in
lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the
Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in
reliance thereon, whether or not notation of such action is made upon such Certificates.
(e) In determining whether the Holders of the requisite percentage of Certificates
evidencing Fractional Undivided Interests have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Certificates owned by the Trustee, the Securities Administrator,
the Depositor, the Master Servicer or any Affiliate thereof shall be disregarded, except as otherwise
provided in Section 11.02(b) and except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Certificates which have been pledged in good faith to the Trustee, the Securities
Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be regarded as
outstanding if the pledgor establishes to the satisfaction of the Trustee the pledgor's right to act
with respect to such Certificates and that the pledgor is not an Affiliate of the Trustee, the
Securities Administrator, the Depositor, or the Master Servicer, as the case may be.
Section 11.06. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE
CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.07. Notices. All demands and notices hereunder shall be in writing and shall be
deemed given when delivered at (including delivery by facsimile) or mailed by registered mail, return
receipt requested, postage prepaid, or by recognized overnight courier, to (i) in the case of the
Depositor, Structured Asset Mortgage Investments II Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Chief Counsel, and with respect to Reg AB notifications to the Depositor at
xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in the case of the Trustee, at its Corporate Trust Office, or such
other address as may hereafter be furnished to the other parties hereto in writing; (iii) in the case of
the Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice President-Servicing,
telecopier number: (000) 000-0000, or to such other address as may hereafter be furnished to the other
parties hereto in writing; (iv) in the case of the Master Servicer or Securities Administrator, Xxxxx
Fargo Bank, National Association, X.X. Xxx 00, Xxxxxxxx Xxxxxxxx 00000 (or, in the case of overnight
deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 21045) (Attention: Corporate Trust Services -
BSALTA 2006-7), facsimile no.: (000) 000-0000, or such other address as may hereafter be furnished to
the other parties hereto in writing; or (v) in the case of the Rating Agencies, Xxxxx'x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Fitch Ratings, Xxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, XX 00000. Any notice delivered to the Depositor, the Master Servicer, the
Securities Administrator or the Trustee under this Agreement shall be effective only upon receipt. Any
notice required or permitted to be mailed to a Certificateholder, unless otherwise provided herein,
shall be given by first-class mail, postage prepaid, at the address of such Certificateholder as shown
in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the Certificateholder receives
such notice.
Section 11.08. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severed from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
Section 11.09. Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto.
Section 11.10. Article and Section Headings. The article and section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.11. Counterparts. This Agreement may be executed in two or more counterparts each
of which when so executed and delivered shall be an original but all of which together shall constitute
one and the same instrument.
Section 11.12. Notice to Rating Agencies. The article and section headings herein are for
convenience of reference only, and shall not limited or otherwise affect the meaning hereof. The
Securities Administrator shall promptly provide notice to each Rating Agency with respect to each of the
following of which a Responsible Officer of the Securities Administrator has actual knowledge:
1. Any material change or amendment to this Agreement or the Servicing Agreements;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Master Servicer, the Trustee or the
Securities Administrator;
4. The repurchase or substitution of any Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Distribution Account.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer and the Securities
Administrator have caused their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
Depositor
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
CITIBANK, N.A., as Trustee
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as
Securities Administrator
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
EMC MORTGAGE CORPORATION
By: Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: EVP
Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Sponsor
EMC MORTGAGE CORPORATION
By: Xxxxxxx Xxxxxxx, Xx.
Name: Xxxxxxx Xxxxxxx, Xx.
Title: EVP
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxxx Xxxxxxxxxxx, known to me to be a Vice President of Structured Asset Mortgage Investments
II Inc., the corporation that executed the within instrument, and also known to me to be the person who
executed it on behalf of said limited liability company, and acknowledged to me that such limited
liability company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Xxxxxxxx Xxxxxxxx
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxx Xxxxxx, known to me to be a [Vice President] of Citibank, N.A., the entity that executed
the within instrument, and also known to me to be the person who executed it on behalf of said entity,
and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Xxxxxxx Xxxxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
CITY OF XXX ANNENDALE )
On the 31st day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxxxx X. Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Xxxxxxxx Xxxxxxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
CITY OF BALTIMORE )
On the 31st day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxxxx X. Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Xxxxxxxx Xxxxxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 31st day of October 2006, before me, a notary public in and for said State, personally
appeared Xxx Xxxxxxxx, known to me to be Executive Vice President of EMC Mortgage Corporation, the
corporation that executed the within instrument, and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Xxxxx Xxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 31st day of October 2006, before me, a notary public in and for said State, personally
appeared Xxxxxxx Xxxxxxx, Xx., known to me to be Executive Vice President of EMC Mortgage Corporation,
the corporation that executed the within instrument, and also known to me to be the person who executed
it on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Xxxxx Xxxxxxx
Notary Public
[Notarial Seal]
APPENDIX 1
Group II-2
The principal amount of each Exchanged Class is equal to the principal amount of Class II-2A-1B
Certificates. The Class II-2A-1B Certificates may be exchanged with the various combinations of the
Class II-2X-2, Class II-2X-3, Class II-2X-4 and Class II-2X-5 Certificates (the "Group II-2 Strip
Certificates") set forth below. The notional amount of any Group II-2 Strip Certificate exchanged must
equal the current principal amount of the Class II-2A-1B Certificate with which it is exchanged. The
passthrough rate of the Exchanged Class will equal the sum of the pass-through rates of the related
Exchangeable Classes.
Exchangeable Classes Exchanged Classes Pass-Through Rate
II-2A-1B, II-2X-4 I-AE-1 WAC-0.79%
II-2A-1B, II-2X-3 I-AE-2 WAC-0.69%
II-2A-1B, II-2X-3, II-2X-4 I-AE-3 WAC-0.59%
II-2A-1B, II-2X-3, II-2X-4, II-2X-5 I-AE-4 WAC-0.49%
II-2A-1B, II-2X-2, II-2X-3, II-2X-4, II-2X-5 I-AE-5 WAC
APPENDIX 2
Calculation of REMIC I Y Principal Reduction Amounts
For any Distribution Date the amounts by which the Uncertificated Principal Balances of REMIC I Regular
Interests Y-1, Y-2 and Y-3, respectively, will be reduced on such Distribution Date by the allocation of Realized
Losses and the distribution of principal, determined as follows:
First, for each of Sub-Loan Group II-1, Sub-Loan Group II-2 and Sub-Loan Group II-3, determine the weighted
average of the Net Rates of the Mortgage Loans in that Sub-Loan Group for distributions of interest that will be
made on the next succeeding Distribution Date (the "Group Interest Rate"). The Class Y Principal Reduction
Amounts will be determined pursuant to the "Generic Solution for the Class Y Principal Reduction Amounts" set
forth below (the "Generic Solution") by making identifications among the actual Sub-Loan Groups and their related
Class Y and Class Z Regular Interests and weighted average net rates and the Groups named in the Generic Solution
and their related Class Y and Class Z Regular Interests as follows:
A. Determine which Sub-Loan Group has the lowest Group Interest Rate. That Sub-Loan Group will be identified
with Group AA and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan Group will
be respectively identified with the Class YAA and Class ZAA Certificates. The Group Interest Rate for that
Sub-Loan Group will be identified with J%. If two or more Sub-Loan Groups have the lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only once in the
course of any such selections pursuant to paragraphs A through C of this definition.
B. Determine which Sub-Loan Group has the second lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group BB and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class BB and Class ZBB Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with K%. If two or more Sub-Loan Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C of this definition.
C. Determine which Sub-Loan Group has the third lowest Group Interest Rate. That Sub-Loan Group will be
identified with Group CC and the Class Y Regular Interest and Class Z Regular Interest related to that Sub-Loan
Group will be respectively identified with the Class YCC and Class ZCC Certificates. The Group Interest Rate for
that Sub-Loan Group will be identified with L%. If two or more Sub-Loan Groups have the third lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Sub-Loan Group may be picked only
once in the course of any such selections pursuant to paragraphs A through C or this definition.
Generic Solution for Class Y Principal Reduction Amounts:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class CB Certificate Interest Rate = (J%PJB + L%PLB + K%PKB)/(PJB + PLB + PKB)
R1 = the weighted average of the Group Interest Rates for Group AA and Group BB
= (J% (Pj - ΔPj) + K% (Pk - ΔPk))/(Pj - ΔPj + Pk - ΔPk)
R2 = the weighted average of the Group Interest Rates for Group CC and Group BB
= (L% (Pl - ΔPl) + K% (Pk - ΔPk))/(Pl - ΔPl + Pk - ΔPk)
r1 = the weighted average of the Class YAA and Class YBB Certificate Interest Rates
= (J% Yj + K% Yk)/(Yj + Yk)
r2 = the weighted average of the Class YCC and Class YBB Certificate Interest Rates
= (L% Yl + K% Yk)/(Yl + Yk)
Yj = the Class YAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yl = the Class YCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Yk = the Class YBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔYj = the Class YAA Principal Reduction Amount.
ΔYl = the Class YCC Principal Reduction Amount.
ΔYk = the Class YBB Principal Reduction Amount.
Zj = the Class ZAA Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zl = the Class ZCC Uncertificated Principal Balance after distributions on the prior Distribution Date.
Zk = the Class ZBB Uncertificated Principal Balance after distributions on the prior Distribution Date.
ΔZj = the Class ZAA Principal Reduction Amount.
ΔZl = the Class ZCC Principal Reduction Amount.
ΔZk = the Class ZBB Principal Reduction Amount.
Pj = the aggregate of the Class YAA and Class ZAA Uncertificated Principal Balances after distributions on
the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Mortgage
Loans reduced by the Class R-1 Principal Balance, if applicable.
= Yj + Zj
Pl = the aggregate of the Class YCC and Class ZCC Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans reduced by
the Class R-1 Principal Balance, if applicable.
= Yl + Zl =
Pk = the aggregate of the Class YBB and Class ZBB Principal Balances after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans reduced by
the Class R Certificate Principal Balance, if any.
= Yk + Zk
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YAA and Class ZAA
Principal Reduction Amounts.
= ΔYj + ΔZj
ΔPl= the aggregate principal reduction resulting on such Distribution Date on the Group CC Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YCC and Class ZCC
Principal Reduction Amounts.
= ΔYl + ΔZl
ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any distributions made pursuant to clause
(d)(i) of the definition of the REMIC I Distribution Amount) to be made and Realized Losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class R Certificates, which is equal to the aggregate of the Class YBB and Class ZBB
Principal Reduction Amounts.
= ΔYk + ΔZk
α = .0005
γ1 = (R - R1)/(L% - R). If R=>K%, γ1 is a non-negative number unless its denominator is zero,
in which event it is undefined.
γ2 = (R - J%)/( R2 - R). If R<K%, γ2 is a non-negative number.
If γ1 is undefined, ΔYj = Yj, ΔYl = (Yl/Pl)ΔPl, and ΔYk = Yk.
If γ2 is zero, ΔYl = Yl, ΔYj = (Yj/Pj)ΔPj, and ΔYk = Yk.
In the remaining situations, ΔYj, ΔYl and ΔYk shall be defined as follows:
I. If R=>K% and r1=> R1, make the following additional definitions:
δYk = ((J% - R1)/(K% - R1))Yj + Yk
δYk is a number between Yk and 0 such that (J%Yj + K%( Yk.- δYk))/(Yj + Yk.- δYk) = R1.
Y4 = Yj + Yk.- δYk
P4 = Pj + Pk.
ΔY4 = ΔYj + <W041>Yk.- δYk
1. If Yl - α(Pl - ΔPl) => 0, Y4- α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P4 - ΔP4) and ΔY4 = Y4 - α(P4 - ΔP4).
2. If Yl - α(Pl - ΔPl) => 0, Y4 - α(P4 - ΔP4) => 0, and γ1(P4 - ΔP4) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
3. If Yl - α(Pl - ΔPl) < 0, Y4 - α(P4 - ΔP4) => 0, and Y4 - α(P4 - ΔP4) =>
Y4 - (Yl/γ1), ΔYl = Yl - αγ1(P4 - ΔP4) and
ΔY4 = Y4 - α(P4 - ΔP4).
4. If Yl - α(Pl - ΔPl) < 0, Y4 - (Yl/γ1) => 0, and
Y4 - α(P4 - ΔP4) <= Y4 - (Yl/γ1), ΔYl = 0 and ΔY4 = Y4 - (Yl/γ1).
5. If Y4 - α(P4 - ΔP4) < 0, Y4 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y4), ΔYl = Yl - (γ1Y4) and ΔY4 = 0.
6. If Y4 - α(P4 - ΔP4) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y4), ΔYl = Yl - α(Pl - ΔPl) and
ΔY4 = Y4 - (α/γ1)(Pl - ΔPl).
ΔYj = [Yj/(Yj + Yk - δYk)]<W041>Y4
ΔYk = δYk + [(Yk - δYk)/(Yj + Yk - δYk)]<W041>Y4
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yl - ΔYl ) to (Y4 - ΔY4 ) equal to γ1 after taking account of the allocation
Realized Losses and the distributions that will be made through the end of the Distribution Date to
which such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA,
Class YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to
zero for such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl ) and whose denominator is the sum of
(Yl - ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y4 - ΔY4) and whose denominator is
the sum of (Y4 - ΔY4), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY4 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than ΔPk, such an allocation
shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and ΔYk < ΔPk.
II. If R=>K% and r1<R1, make the following additional definitions:
δYj = Yj + ((R1 - K%)/(R1 - J%))Yk
δYj is a number between Yj and 0 such that (J%(Yj - δYj) + K%Yk)/(Yj - δYj + Yk.) = R1.
Y5 = Yj - δYj + Yk.
P5 = Pj + Pk.
ΔY5 = ΔYj - δYj + ΔYk.
1. If Yl - α(Pl - ΔPl) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) < (Pl -
ΔPl), ΔYl = Yl - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
2. If Yl - α(Pl - ΔPl) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) =>
(Pl - ΔPl), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
3. If Yl - α(Pl - ΔPl) < 0, Y5 - α(P5 - ΔP5) => 0, and Y5 - α(P5 - ΔP5) =>
Y5 - (Yl/γ1), ΔYl = Yl - αγ1(P5 - ΔP5) and
ΔY5 = Y5 - α(P5 - ΔP5).
4. If Yl - α(Pl - ΔPl) < 0, Y5 - (Yl/γ1) => 0, and
Y5 - α(P5 - ΔP5) <= Y5 - (Yl/γ1), ΔYl = 0 and ΔY5 = Y5 - (Yl/γ1).
5. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Yl/γ1) < 0, and
Yl - α(Pl - ΔPl) <= Yl - (γ1Y5), ΔYl = Yl - (γ1Y5) and ΔY5 = 0.
6. If Y5 - α(P5 - ΔP5) < 0, Yl - α(Pl - ΔPl) => 0, and Yl - α(Pl - ΔPl) =>
Yl - (γ1Y5), ΔYl = Yl - α(Pl - ΔPl) and
ΔY5 = Y5 - (α/γ1)(Pl - ΔPl).
ΔYj = δYj + [(Yj - δYj)/(Yj - δYj + Yk)]ΔY5
ΔYk = [Yk/(Yj - δYj + Yk)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yl - ΔYl) to (Y5 - ΔY5) equal to γ1 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yl - ΔYl) and whose denominator is the sum of
(Yl - ΔYl) and (Zl - ΔZl) and (b) the fraction whose numerator is (Y5 - ΔY5) and whose denominator is
the sum of (Y5 - ΔY5), (Zj - ΔZj) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY5 between ΔYj and ΔYk cannot be achieved
because either ΔYj as so defined is greater than ΔPj or ΔYk as so defined is greater than <W041>Pk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYj < ΔPj and
ΔYk < ΔPk.
III. If R<=K% and r2=> R2, make the following additional definitions:
δYl = ((K% - R2)/(L% - R2))Yk + Yl
δYl is a number between Yl and 0 such that (K%Yk + L%( Yl.- δYl))/(Yk + Yl.- δYl) = R2.
Make the following additional definitions:
Y6 = Yl - δYl + Yk.
P6 = Pl + Pk.
ΔY6 = ΔYl - δYl + ΔYk.
1. If Y6 - α(P6 - ΔP6) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P6 -
ΔP6), ΔY6 = Y6 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
2. If Y6 - α(P6 - ΔP6) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P6 - ΔP6), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
3. If Y6 - α(P6 - ΔP6) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
4. If Y6 - α(P6 - ΔP6) < 0, Yj - (Y6/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y6/γ2), ΔY6 = 0 and ΔYj = Yj - (Y6/γ2).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Y6/γ2) < 0, and
Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yj), ΔY6 = Y6 - (γ2Yj) and ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Y6 - α(P6 - ΔP6) => 0, and Y6 - α(P6 - ΔP6) =>
Y6 - (γ2Yj), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYj = Yj - (α/γ2)(P6 - ΔP6).
ΔYl = δYl + [(Yl - δYl)/(Yl - δYl + Yk)]ΔY6
ΔYk = [Yk/(Yl - δYl + Yk)]ΔY6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y6 - ΔY6) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - <W041>Yj) and (Zh - <W041>Zj) and (b) the fraction whose numerator is (Y6 - ΔY6) and whose
denominator is the sum of (Y6 - ΔY6), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining
less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (ii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY6 between ΔYl and ΔYk cannot be achieved
because either <W041>Yl as so defined is greater than ΔPl or ΔYk as so defined is greater than ΔPk, such an
allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl < ΔPl and
ΔYk < ΔPk.
IV. If R<K% and r2<R2, make the following additional definitions:
δYk = Yk + ((R2 - L%)/(R2 - K%))Yl
δYk is a number between Yk and 0 such that (K%(Yk - δYk) + L%Yl)/(Yk - δYk + Yl.) = R2.
Y7 = Yk - δYk + Yl.
P7 = Pk + Pl.
ΔY7 = ΔYk - δYk + ΔYl.
1. If Y7 - α(P7 - ΔP7) => 0, Yj- α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) < (P7 -
ΔP7), ΔY7 = Y7 - αγ2(Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
2. If Y7 - α(P7 - ΔP7) => 0, Yj - α(Pj - ΔPj) => 0, and γ2(Pj - ΔPj) =>
(P7 - ΔP7), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
3. If Y7 - α(P7 - ΔP7) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Y7/γ2), ΔY7 = Y7 - αγ2(Pj - ΔPj) and
ΔYj = Yj - α(Pj - ΔPj).
4. If Y7 - α(P7 - ΔP7) < 0, Yj - (Y7/γ2) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Y7/γ2), ΔY7 = 0 and ΔYj = Yj - (Y7/γ2).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Y7/γ2) < 0, and
Y7 - α(P7 - ΔP7) <= Y7 - (γ2Yj), ΔY7 = Y7 - (γ2Yj) and ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7) =>
Y7 - (γ2Yj), ΔY7 = Y7 - α(P7 - ΔP7) and
ΔYj = Yj - (α/γ2)(P7 - ΔP7).
ΔYl = [(Yl/(Yl + Yk - δYk)]ΔY7
ΔYk = δYk + [(Yk - δYk)/(Yl + Yk - δYk)]ΔY7
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following goals
in the following order of priority:
1. Making the ratio of (Yj - ΔYj) to (Y7 - ΔY7) equal to γ2 after taking account of the allocation
Realized Losses and the distributions that will be made through end of the Distribution Date to which
such provisions relate and assuring that the Principal Reduction Amount for each of the Class YAA, Class
YCC, Class YBB, Class ZAA Class ZCC and Class ZBB Regular Interests is greater than or equal to zero for
such Distribution Date;
2. Making the Class YAA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
Class YAA and Class ZAA Uncertificated Principal Balances, the Class YCC Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the Class YCC and Class ZCC Uncertificated Principal
Balances and the Class YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the Class YBB and Class ZBB Uncertificated Principal Balances in each case after giving effect to
allocations of Realized Losses and distributions to be made through the end of the Distribution Date to
which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yj - ΔYj) and whose denominator is the sum of
(Yj - ΔYj) and (Zj - ΔZj) and (b) the fraction whose numerator is (Y7 - ΔY7) and whose denominator is
the sum of (Y7 - ΔY7), (Zl - ΔZl) and (Zk - ΔZk) as large as possible while remaining less than or equal
to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the sum of (a)
the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Sub-Loan Group and (b) the remainder of the REMIC I Available Distribution Amount for the related Sub-Loan Group
or after reduction thereof by the distributions to be made on such Distribution Date (i) to the Class II-X-B1
Certificates, Class II-X-B2 Certificates or Class II-X-B3 Certificates, as applicable, and (iii) in respect of
interest on the related Class Y and Class Z Certificates, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY7 between ΔYl and ΔYk cannot be achieved
because either ΔYl as so defined is greater than <W041>Pl or <W041>Yk as so defined is greater than <W041>Pk,
such an allocation shall be made as close as possible to the formula allocation within the requirement that ΔYl <
ΔPl and ΔYk < ΔPk.
Initial Balance Calculation Method:
[The principal balances for the Class YAA, Class YBB and Class YCC Regular Interests as of the Cut-Off Date
should be calculated as follows: First, calculate the Cut-Off Date values for Pj, Pk and Pl. Then calculate the
Cut-Off Date value of R using those balances and the Senior Certificate balances.
If R=>K%, calculate R1 = (J%Pj + K%Pk)/(Pj + Pk) and γ1 =(R - R1)/(L% - R).
If Pl <= γ1(Pj + Pk), the Cut-Off Date principal balance of the Class YC Regular Interest (Yl) equals
0.0005Pl and the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests (Yj and Yk)
equal 0.0005 PjPl/[γ1(Pj + Pk)] and 0.0005 PkPl/[γ1(Pj + Pk)] respectively.
If Pl > γ1(Pj + Pk), the Cut-Off Date principal balances of the Class YAA and Class YBB Regular Interests
(Yj and Yk) equal 0.0005 Pj and 0.0005 Pk respectively and the Cut-Off Date principal balance of the Class YCC
Regular Interest (Yl) equals 0.0005γ1(Pj + Pk).
If R<K%, calculate R2 = (L%Pl + K%Pk)/(Pl + Pk) and γ2 =(R - J%)/( R2 - R).
If Pl + Pk <= γ2Pj, the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests
(Yl and Yk) equal 0.0005Pl and 0.0005Pk, respectively, and the Cut-Off Date principal balance of the Class YAA
Regular Interest (Yj) equals 0.0005 (Pl + Pk)/γ2.
If Pl + Pk> γ2Pj, the Cut-Off Date principal balance of the Class YAA Regular Interest (Yj) equal 0.0005 Pj
and the Cut-Off Date principal balances of the Class YCC and Class YBB Regular Interests (Yl and Yk) equal
0.0005γ2PjPl/(Pl +Pk) and 0.0005γ2PjPk/(Pl +Pk), respectively.]
NOTES:
1. Classes YAA and ZAA are related to the Group AA Mortgage Loans. The sum of the Uncertificated Principal
Balances for the Class YAA and Class ZAA Regular Interests is equal to the aggregate stated principal balance of
the Group AA Mortgage Loans. Classes YCC and ZCC are related to the Group CC Mortgage Loans. The sum of the
Uncertificated Principal Balances for the Class YCC and Class ZCC Regular Interests is equal to the aggregate
stated principal balance of the Group CC Mortgage Loans. Classes YBB and ZBB are related to the Group BB
Mortgage Loans. The sum of the Uncertificated Principal Balances for the Class YBB and Class ZBB Regular
Interests is equal to the aggregate stated principal balance of the Group BB Mortgage Loans. The Y and Z classes
will be principal and interest classes bearing interest at the pass-through rate for the related Sub-Loan Group.
EXHIBIT A-1
FORM OF CLASS I-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class I-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
November 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
I-A Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the “Trust Fund”) primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the “Mortgage
Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master
Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) will
act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among XXXX XX, as
depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as securities administrator (the “Securities
Administrator”), EMC Mortgage Corporation and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX CityplaceFARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-A Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-2
FORM OF CLASS I-M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-M CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO
HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT
EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY FITCH, S&P AND XXXXX’X, (II)
IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR SECTION 4975 OF THE CODE (EACH A “PLAN”) OR INVESTING WITH “PLAN ASSETS” OF ANY PLAN OR (III) (1) IT
IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST
THEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class I-M Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
November 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the
Class I-M Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and
Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”)
will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among
XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as securities administrator (the
“Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A., as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents
and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-M Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of that Certificate or interest therein, that
either (i) such Certificate is rated at least “BBB-” or its equivalent by Fitch, S&P and Xxxxx’x, (ii)
it is not a plan subject to Title I of the Employee Retirement Security Investment Act of 1974, as
amended, or Section 4975 of the Code (each, a “Plan”) or investing with “plan assets” of any Plan, or
(iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or
interest therein is an “insurance company general account,” as such term is defined in U.S. Department
of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL
ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-M Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-3
FORM OF CLASS I-B-[1][2] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-B-[1][2] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED
TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN,
THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY FITCH, S&P AND MOODY’S,
(II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE (EACH, A “PLAN”) OR INVESTING WITH “PLAN ASSETS” OF ANY PLAN, OR
(III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR
INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class I-B-[1][2] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
November 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-[1][2] Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and
Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”)
will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among
XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as securities administrator (the
“Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A., as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents
and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-B-[1][2] Certificate or any interest therein shall be deemed
to have represented, by virtue of its acquisition or holding of that Certificate or interest therein,
that either (i) such Certificate is rated at least “BBB-” or its equivalent by Fitch, S&P and Moody’s,
(ii) it is not a plan subject to Title I of the Employee Retirement Security Income Act of 1974, as
amended, or Section 4975 of the Code (each, a “Plan”) or investing with “plan assets” of any Plan, or
(iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or
interest therein is an “insurance company general account,” as such term is defined in U.S. Department
of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL
ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-[1][2] Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-4
FORM OF CLASS I-B-3 CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M, CLASS
I-B-1 AND CLASS I-B-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AND/OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR BY A PERSON USING “PLAN ASSETS” OF A PLAN,
UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE
BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY
WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class I-B-3 Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
November 25, 2006 $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-3 Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the “Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National
Association (“Xxxxx Fargo”) will act as master servicer of the Mortgage Loans (the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the “Agreement”), among XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as
securities administrator (the “Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an “Institutional Accredited Investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class I-B-3 Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code, as amended
(the “Code”), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a “Plan”), or by a person using “plan assets” of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL
ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-3 Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-5-1
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), OR BY A PERSON USING “PLAN ASSETS” OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
October 1, 2006 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
November 25, 2006 $0.00
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
R Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the “Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National
Association (“Xxxxx Fargo”) will act as master servicer of the Mortgage Loans (the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the “Agreement”), among XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as
securities administrator (the “Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership
interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in
this Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any ownership interest in this Certificate in violation of such
restrictions, then the Seller will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Seller, which
purchaser may be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller
may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an “Institutional Accredited Investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class R Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code, as amended
(the “Code”), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a “Plan”), or by a person using “plan assets” of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL
ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-5-2
FORM OF CLASS R-X CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), OR BY A PERSON USING “PLAN ASSETS” OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R-X
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
October 1, 2006 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
November 25, 2006 $0.00
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
R-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the “Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National
Association (“Xxxxx Fargo”) will act as master servicer of the Mortgage Loans (the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the “Agreement”), among XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as
securities administrator (the “Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership
interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in
this Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any ownership interest in this Certificate in violation of such
restrictions, then the Seller will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Seller, which
purchaser may be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller
may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an “Institutional Accredited Investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class R-X Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code, as amended
(the “Code”), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a “Plan”), or by a person using “plan assets” of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL
ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-X Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-6
FORM OF CLASS B-IO CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, THE CLASS M AND
THE CLASS B CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), OR BY A PERSON USING “PLAN ASSETS” OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Notional Amount of this Certificate
October 1, 2006 as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
November 25, 2006 $______________
Master Servicer:
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date: CUSIP: ____________
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
B-IO Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the “Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National
Association (“Xxxxx Fargo”) will act as master servicer of the Mortgage Loans (the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the “Agreement”), among XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as
securities administrator (the “Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the calendar month immediately
preceding such Distribution Date (as hereinafter defined) on the Notional Amount hereof at a per annum
rate equal to the Pass-Through Rate as set forth in the Agreement. The Securities Administrator will
distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of the related Distribution Date, an
amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the
amount of interest required to be distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The Class B-IO
Certificates have no Certificate Principal Balance. The Initial Notional Amount of this Certificate is
set forth above.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an “Institutional Accredited Investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class B-IO Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code, as amended
(the “Code”), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a “Plan”), or by a person using “plan assets” of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL
ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-IO Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-7
FORM OF CLASS XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), OR BY A PERSON USING “PLAN ASSETS” OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class XP Senior
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
October 1, 2006 Certificate as of the Cut-off Date:
$0
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
November 25, 2006 $0
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
XP Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the “Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National
Association (“Xxxxx Fargo”) will act as master servicer of the Mortgage Loans (the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the “Agreement”), among XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as
securities administrator (the “Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an “Institutional Accredited Investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class XP Certificate will be made unless the Securities
Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code, as amended
(the “Code”), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a “Plan”), or by a person using “plan assets” of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL
ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class XP Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-8
FORM OF CLASS II-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[FOR THE CLASS II-2A-1B CERTIFICATES ONLY] THIS CLASS II-2A-1B CERTIFICATE IS AN
EXCHANGEABLE CERTIFICATE AND, SUBJECT TO THE TERMS AND CONDITIONS OF THE POOLING AND SERVICING
AGREEMENT, MAY BE EXCHANGED FOR THE EXCHANGED CERTIFICATES.]
Certificate No. 1 Adjustable Pass-Through Rate
Class II-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
November 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
II-A Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the “Trust Fund”) primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the “Mortgage
Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master
Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) will
act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among XXXX XX, as
depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as securities administrator (the “Securities
Administrator”), EMC Mortgage Corporation and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the
month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
[For the Class II-2A-B Certificates only] As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a
proportionate interest in an Exchanged Certificate in a Combination Group. The Securities Administrator
shall make the first distribution on an Exchanged Certificate in such exchange transaction on the
Distribution Date in the following month to the Certificateholder of record as of the close of business
on the last day of the month of the exchange.]
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL
ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-A Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-9
FORM OF CLASS II-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[FOR THE CLASS II-2X-2, CLASS II-2X-3, CLASS II-2X-4 AND CLASS II-2X-5 CERTIFICATES
ONLY] THIS CLASS II-2X-[_] CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AND, SUBJECT TO THE TERMS AND
CONDITIONS OF THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE EXCHANGED CERTIFICATES.]
Certificate No.1 _______%
Class II-X [Senior] [Subordinate]
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
October 1, 2006 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
November 25, 2006 $___________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
II-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the “Trust Fund”) primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the “Mortgage
Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master
Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) will
act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among XXXX XX, as
depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as securities administrator (the “Securities
Administrator”), EMC Mortgage Corporation and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the
month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
[For the Class II-2X-2, Class II-2X-2, Class II-2X-3, Class II-2X-4 and Class II-2X-5
Certificates only] As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for a proportionate interest in an
Exchanged Certificate in a Combination Group. The Securities Administrator shall make the first
distribution on an Exchanged Certificate in such exchange transaction on the Distribution Date in the
following month to the Certificateholder of record as of the close of business on the last day of the
month of the exchange.]
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-X Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-10
FORM OF CLASS II-B-[1][2][3] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS II-B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST
THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY FITCH, S&P AND
XXXXX’X, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, “PLAN”) OR INVESTING WITH “PLAN ASSETS” OF ANY
PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS SUCH TERM IS DEFINED IN
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class II-B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
November 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[1][2][3] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and
Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”)
will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among
XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as securities administrator (the
“Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A., as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents
and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month immediately preceding the
month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (of interest, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class II-B-[1][2][3] Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest
therein, that either (i) such Certificate is rated at least “BBB-” or its equivalent by Fitch, S&P and
Xxxxx’x, (ii) it is not a plan subject to Title I of the Employee Retirement Investment Security Act of
1974, as amended, or Section 4975 of the Code (each, a “Plan”) or investing with “plan assets” of any
Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the
Certificate or interest therein is an “insurance company general account,” as such term is defined in
U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[1][2][3] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-11
FORM OF CLASS II-B-[4][5][6] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A, CLASS II-B-1,
CLASS II-B-2, CLASS II-B-3, [CLASS II-B-4], [CLASS II-B-5] AND [CLASS II-B-6] CERTIFICATES AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), OR BY A PERSON USING “PLAN ASSETS” OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class II-B-[4][5][6] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
November 25, 2006 $__________
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[4][5][6] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the “Mortgage Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National
Association (“Xxxxx Fargo”) will act as master servicer of the Mortgage Loans (the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the “Agreement”), among XXXX XX, as depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as
securities administrator (the “Securities Administrator”), EMC Mortgage Corporation and Citibank, N.A.,
as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount (of interest, if any) required to be
distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of
any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this
Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an “Institutional Accredited Investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class II-B-[4][5][6] Certificate will be made unless the
Securities Administrator has received either (i) Opinion of Counsel for the benefit of the Trustee,
Master Servicer and the Securities Administrator and which they may rely which is satisfactory to the
Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code, as
amended (the “Code”), and will not subject the Master Servicer, the Trustee or the Securities
Administrator to any obligation or liability in addition to those undertaken in the Agreement or (ii) a
representation letter stating that the transferee is not acquiring directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA,
and/or Section 4975 of the Code (each, a “Plan”), or by a person using “plan assets” of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[4][5][6] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-12
CLASS I-AE-[_] CERTIFICATE
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF
THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE MADE
TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CLASS I-AE-[_] CERTIFICATE IS AN EXCHANGED CERTIFICATE AND, SUBJECT TO THE TERMS
AND CONDITIONS OF THE AGREEMENT, MAY BE EXCHANGED FOR EXCHANGEABLE CERTIFICATES.
Certificate No. 1 Variable Pass-Through Rate
Class I-AE-[_]
Date of Pooling and Servicing Agreement: Aggregate Initial Certificate Principal Balance of this
As of September 29, 2006 Certificate as of the Cut-off Date:
$____________
First Distribution Date: Initial Certificate Principal Balance of this Certificate
November 25, 2006 as of the Cut-off Date:
$__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
December 25, 2046
BEAR XXXXXXX ALT-A TRUST 2006-7
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-7
evidencing a fractional undivided interest in the distributions allocable to the Class
I-AE-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. (“XXXX XX”), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by XXXX XX, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of XXXX XX, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the “Trust Fund”) primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the “Mortgage
Loans”) sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master
Funding LLC (“Master Funding”) to XXXX XX. Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) will
act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among XXXX XX, as
depositor (the “Seller”), the Master Servicer, Xxxxx Fargo, as securities administrator (the “Securities
Administrator”), EMC Mortgage Corporation and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
As provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for a proportionate interest in one or more Exchangeable Certificates
in a Combination Group. The Securities Administrator shall make the first distribution on a Certificate
in such exchange transaction on the Distribution Date in the following month to the Certificateholder of
record as of the close of business on the last day of the month of the exchange.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: ____________
XXXXX FARGO BANK, N.A.
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-AE-[_] Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
Authorized signatory of Xxxxx Fargo Bank,
N.A., not in its individual capacity but
solely as Securities Administrator
By:_________________________________________
Authorized Signatory
EXHIBIT B
MORTGAGE LOAN SCHEDULE
LOAN_SEQ CURRENT_BALANCE PAYMENT STATED_ORIGINAL_TERM STATED_REM_TERM
16546212 417000 2345.63 360 358
16546146 230784 1202 360 359
16546158 519920 2978.71 360 359
16546202 183600 1090.13 360 358
16546211 211269.01 1463.68 360 356
16546077 880000 5866.67 360 359
16546121 740000 4933.33 360 359
16546123 151098.55 1109.45 360 359
16546138 1000000 7083.33 360 359
16635199 458000 2719.38 360 359
16570293 417000 2519.38 360 358
16572073 332500 1904.95 360 358
16570289 171959.75 1131.56 360 358
16635164 782578.68 4955.41 360 358
16635321 444996 2781.23 360 359
16635322 725825 4385.19 360 357
16635161 468000 2876.25 360 359
16635323 1116808.34 6299.86 360 358
16558990 847500 5826.56 360 358
16558928 650000 3656.25 360 358
16594556 519623.64 3680.53 360 359
16594558 1476000 8456.25 360 359
16596310 1500000 9062.5 360 359
16596316 298300 1802.23 360 358
16594536 435000 2310.94 360 358
16594539 649950 3723.67 360 358
16596321 291960 1763.93 360 358
16558901 494000 2727.29 360 357
16558902 444082.83 2359.19 360 356
16549640 432000 2610 360 358
16634999 573750 3167.58 360 359
16594502 634499.59 3610.54 360 358
16594506 1111200 6945 360 359
16635152 504000 2887.5 360 359
16635316 455050 2512.26 360 359
16587020 272000 1360 360 354
16587021 423187 2071.85 360 354
16587022 398400 1867.5 360 355
16587023 295000 1505.73 360 355
16587024 309000 1609.37 360 355
16587025 380000 1979.17 360 355
16587027 184000 900.83 360 356
16559083 798651.95 5255.43 360 358
16591483 600000 3437.5 360 358
16587029 444800 2224 360 356
16591488 262400 1503.33 360 358
16587019 1235000 6046.35 360 353
16559074 716584.96 4778.67 360 358
16559075 720000 4050 360 358
16587017 600000 3187.5 360 352
16587018 499990 2552.03 360 354
16587010 487395.9 2081.59 360 345
16587013 470500 2254.48 360 347
16587014 478400 2342.17 360 348
16404476 300000 1718.75 360 358
16587015 593418.98 3645.66 360 349
16587016 198128.43 1183.08 360 351
16587001 671476.03 3443.58 360 332
16587003 850000 4161.46 360 357
16587004 401566.37 2118.25 360 341
16587005 399787.54 1416.17 360 346
16587006 480726.61 2603.7 360 342
16587007 228833.54 1220.65 360 343
16587008 488714.55 2570.7 360 343
16587009 395000 1563.54 360 346
16559057 638100 3589.31 360 358
16634955 510500 2765.21 360 358
16634941 586519 3543.55 360 359
16635308 480000 2900 360 360
16596561 244999.98 1250.52 360 359
16558984 1540000 8181.25 360 358
16635311 551000 2812.4 360 360
16634936 548000 3025.42 360 356
16596559 350200 2006.35 360 359
16615977 131920 824.5 360 359
16546012 840000 5600 360 359
16545448 500000 3072.92 360 359
16545459 504000 3570 360 359
16545258 431744.95 3360.05 360 359
16545294 89813 636.18 360 359
16545131 97436.23 723.93 360 359
16545142 943200 6189.75 360 359
16545030 420128 2757.09 360 358
16544376 456000 2850 360 359
16544384 512000 3360 360 358
16544355 1000000 6458.33 360 359
16544363 630500 3940.63 360 359
16544365 762400 5479.75 360 359
16544239 202000.67 1572.07 360 359
16544272 825000 5328.13 360 359
16544107 507565.22 3337.15 360 359
16544119 720000 4500 360 359
16544151 573750 3705.47 360 358
16544016 506460 2953.93 360 359
16543932 1500000 9843.75 360 359
16543980 127200 821.5 360 359
16540911 588000 4226.24 360 359
16540858 528000 3783.54 360 359
16540753 120000 800 360 359
16612704 441600 2791.21 360 360
16610242 546000 3412.5 360 359
16610035 63707.23 467.77 360 359
16609903 565604 3476.11 360 359
16609834 464000 3238.33 360 359
16295237 142500 950 360 356
16295256 73500 512.97 360 357
16606007 436000 2725 360 359
16384290 121161.35 940 360 358
16384312 3867532.23 29074.02 360 359
16384336 60200 407.6 360 358
16384385 679194.17 5288.97 360 358
16384235 489287.8 3678.2 360 359
16605893 453348 2550.08 360 359
16605897 640000 4200 360 359
16605732 1000000 6041.67 360 359
16605608 736000 5443.33 360 359
16605610 531850 3878.07 360 359
16604421 600450 4190.64 360 359
16604579 151920 917.85 360 359
16605598 536000 3685 360 359
16604017 802000 4678.33 360 359
16604063 568000 3964.17 360 359
16604104 139896.1 978.9 360 359
16604108 650000 4265.63 360 359
16604173 211838.68 1464.24 360 359
16604247 417000 2649.69 360 358
16604359 64000 466.67 360 359
16604367 559250 4136.12 360 359
16604391 284000 2100.42 360 359
16365545 209500 1243.91 360 358
16361492 134400 994 360 357
16603035 325000 1794.27 360 359
16602922 599531.94 4093.06 360 359
16602934 542316 3163.51 360 359
16602940 456000 2897.5 360 359
16602942 140032 991.89 360 359
16602865 443138 3000.41 360 359
16649824 57674.63 395.32 360 354
16649825 245004 1301.58 360 359
16649826 69941.19 459.85 360 359
16649827 312731.95 2063.41 360 355
16649828 220914 1127.58 360 357
16649829 317000 1849.17 360 359
16649830 344000 1970.83 360 358
16649831 255000 1275 360 357
16649832 44716.8 279.49 360 358
16649833 200800 1150.42 360 357
16649834 119782.45 758.48 360 358
16649835 111785.84 736.42 360 357
16649836 130000 677.08 360 357
16649837 414247.64 2623.08 360 358
16649838 325000 1828.13 360 357
16649839 134267.75 872.36 360 358
16649820 91000 502.4 360 359
16649821 186000 1046.25 360 357
16649822 70021.63 461.16 360 357
16649823 191900 1079.44 360 358
16360093 225600 1292.5 360 358
16359981 328605.88 2557.37 360 359
16359987 328605.88 2557.37 360 359
16360041 103819.18 818.17 360 357
16359377 648000 4860 360 358
16358996 224800 1592.33 360 358
16358957 187120 1169.5 360 357
16358969 324000 1822.5 360 357
16349423 115288.58 888.1 360 357
16649816 126900 766.69 360 358
16649817 60000 362.5 360 358
16649818 229897.44 1273.68 360 356
16649819 248000 1446.67 360 358
16649804 358032.86 2057.67 360 352
16649805 111624.18 831 360 356
16649806 135527.67 882.09 360 356
16649807 40272.61 296.51 360 355
16649808 227600 1398.79 360 355
16649809 314201.52 2069.33 360 357
16649810 255000 1381.25 360 358
16649811 263625 1455.43 360 354
16649812 231200 1372.75 360 357
16649813 492000 2818.75 360 357
16649814 185400 1100.81 360 357
16649815 181958.31 966.65 360 358
16400754 209600 1484.67 360 359
16400834 118057.04 929.29 360 359
16400890 73451.92 545.74 360 359
16347658 78750 516.8 360 357
16563206 1076250 6950.78 360 359
16563229 480000 3200 360 359
16346371 151920 1076.1 360 357
16347408 62878.65 473.3 360 357
16347424 610080 3940.1 360 358
16346472 69114.39 455.25 360 357
16346216 272000 1501.67 360 357
16320988 159920 1166.08 360 358
16346058 195659.24 1541.93 360 357
16346073 142800 743.75 360 356
16594538 795333.57 4659.41 360 358
16594618 482727.12 2996.67 360 359
16649789 137890 732.54 360 346
16649790 284925.78 1483.99 360 347
16649791 167765.27 821.35 360 346
16649792 155655.64 891.91 360 346
16649793 185922.56 893.45 360 346
16649794 238596.59 1267.64 360 358
16649795 335920 1749.58 360 351
16649796 341467.3 1671.77 360 352
16649797 244443.09 1781.13 360 353
16649798 174400 999.17 360 349
16649799 472500 3248.44 360 355
16649800 360000 2137.5 360 355
16649801 183988.73 1138.31 360 355
16649802 400000 2083.33 360 359
16649803 250000 1302.08 360 357
16344036 73971.24 590.03 360 357
16404343 332000 1867.5 360 357
16393700 199895 1186.91 360 357
16591506 412000 2360.42 360 359
16591511 139463.67 726.56 360 358
16195243 840000 4725 360 353
16570355 236000 1401.25 360 358
16562337 463850 2657.47 360 358
16378477 844149.9 5803.53 360 359
16378156 524997.77 4132.54 360 359
16375183 194400 1235.25 360 358
16376338 241700 1560.98 360 357
16375247 102800 771 360 357
16375887 213048 1464.71 360 358
16377009 62103.66 473.53 360 355
16377010 128799.58 791.58 360 356
16374901 160408.78 1001.32 360 357
16372408 126000 931.88 360 357
16375027 350000 2442.71 360 358
16372380 140000 1050 360 357
16372312 209300 1569.75 360 357
16372320 122500 905.99 360 357
16293933 424000 2915 360 355
16247935 368000 2146.67 360 357
16243234 172597.65 1194.84 360 357
16240173 217000 1356.25 360 357
16236140 60514.53 430.34 360 355
16236170 84000 525 360 355
16233749 101520 655.65 360 357
16231634 113600 781 360 356
16372074 292000 1642.5 360 357
16372076 230262.67 1401.22 360 356
16368684 136500 1023.75 360 357
16368204 136562.15 1076.21 360 357
16368434 148400 1097.54 360 357
16368479 47947.36 386.22 360 358
16366349 160000 1083.33 360 358
16366380 403988.33 2187.94 360 357
16366382 136500 1009.53 360 357
16366386 119000 892.5 360 357
16365966 215350 1502.96 360 358
16627047 223400 1334.82 360 359
16627048 371650 1941.87 360 359
16627049 135900 976.78 360 359
16627050 136800 997.5 360 359
16627051 83200 537.33 360 359
16627052 209300 1308.13 360 359
16627054 154100 901.48 360 359
16627055 260000 1493.92 360 359
16627056 198900 1160.25 360 359
16627057 618750 3416.02 360 359
16627058 420000 2318.75 360 359
16627059 155100 888.59 360 359
16627060 167750 856.22 360 359
16627061 252000 1417.5 360 359
16627062 315000 1968.75 360 359
16627063 229945.83 1245.83 360 359
16627064 513000 2671.88 360 359
16627065 203000 1211.33 360 359
16627066 170400 923 360 359
16627067 230200 1300.5 360 359
16627068 165650 1156.1 360 359
16627069 103900 606.08 360 359
16627070 173650 958.69 360 359
16627071 104350 619.58 360 359
16627072 172000 1057.08 360 359
16627073 214400 1206 360 359
16627074 521700 2771.53 360 359
16627075 133200 957.38 360 359
16627076 94500 630 360 359
16627077 456300 2756.81 360 359
16627078 277500 1589.84 360 359
16627079 111900 629.44 360 359
16627080 146450 839.04 360 359
16627081 188965.47 1161.56 360 359
16627082 674250 3933.13 360 359
16627083 80000 566.67 360 359
16627084 136500 696.72 360 359
16627086 164000 1007.92 360 359
16627087 244400 1323.83 360 359
16627088 164000 888.33 360 359
16627089 152000 823.33 360 359
16627090 180000 881.25 360 359
16627091 350000 2187.5 360 359
16419088 441700 3036.69 360 358
16419116 727200 4848 360 359
16419118 1254000 8882.5 360 357
16419150 449350 2714.82 360 359
16419151 88500 608.44 360 358
16419195 485999.99 3189.37 360 358
16419221 328524 1847.95 360 359
16601144 599200 2996 360 359
16601205 464253 2901.58 360 359
16602753 117096.6 750.44 360 359
16602761 124600 752.79 360 359
16601428 236250 1648.83 360 359
16599975 1050000 6781.25 360 359
16599997 584000 3467.5 360 359
16600892 420000 2975 360 359
16600902 156392 1042.61 360 359
16600904 345943.06 2420.69 360 359
16600908 414651.34 2726.26 360 359
16601060 463200 2895 360 359
16599727 232100 1329.74 360 358
16599732 89938.06 652.57 360 359
16599734 196000 1163.75 360 359
16599770 67949.53 475.47 360 359
16599819 440000 2704.17 360 359
16597783 459450 2823.7 360 359
16599372 290000 1510.42 360 359
16599520 455700 3085.47 360 359
16599549 459883 3161.7 360 359
16599572 682500 4123.44 360 359
16599688 138000 963.13 360 359
16597528 480000 3350 360 359
16597534 456000 3182.5 360 359
16597553 152000 981.67 360 359
16597565 500800 3495.17 360 359
16596746 140615.57 983.93 360 359
16597136 748500 4756.09 360 359
16597242 419620.31 2654.69 360 359
16597282 464000 2706.67 360 359
16597297 460000 3210.42 360 359
16597306 480000 3350 360 359
16597340 585000 3351.56 360 359
16597347 472000 2655 360 359
16597349 480000 3350 360 359
16597366 650000 4265.63 360 359
16597370 528000 3410 360 359
16597389 288000 2010 360 359
16596159 247483.47 1417.87 360 359
16596216 159450 1029.78 360 358
16596570 425750 2793.98 360 359
16596271 592000 3761.67 360 359
16596308 88744.81 674.94 360 359
16596655 544000 3796.67 360 359
16596468 162000 1096.88 360 359
16591169 115756.16 819.91 360 359
16591214 596800 4165.17 360 359
16591365 860790 5169.19 360 359
16591389 479200 3344.42 360 359
16591410 1200000 7750 360 359
16591489 600000 3875 360 359
16594730 599627.07 4560.43 360 359
16594747 496000 2790 360 359
16594751 75750 489.22 360 359
16594769 90200 582.54 360 359
16594809 231780.34 1984.72 360 358
16594830 456000 2945 360 358
16591639 599457.59 3792.41 360 359
16585795 459920 3114.04 360 359
16585863 600000 3937.5 360 359
16585928 208000 1040 360 358
16585967 377403.92 2805.9 360 358
16586027 440000 3070.83 360 359
16586058 163865.57 1091.1 360 359
16586146 1050000 7328.13 360 359
16591018 344080 1720.4 360 359
16591032 120000 850 360 359
16591042 325500 1627.5 360 359
16591055 1105507.73 8117.27 360 359
16591094 1000000 5729.17 360 359
16591117 105489.27 830.37 360 359
16419044 880000 5775 360 359
16361251 91848.1 740.25 360 357
16361208 130399.66 950.83 360 357
16575412 574794.03 4120.8 360 359
16575449 212787.96 1277.04 360 359
16585504 151093.28 1083.22 360 359
16585557 116000 725 360 359
16585580 688500 4805.16 360 359
16585582 103935.35 790.48 360 359
16585614 940000 6658.33 360 359
16205953 148584 897.7 360 356
16407402 1400000 10354.17 360 359
16407403 1260000 8531.25 360 359
16419006 550500 3727.34 360 358
16419018 155000 920.31 360 359
16407074 693600 4913 360 358
16407076 527750 3518.33 360 358
16407119 972250 6481.66 360 359
16407139 526948 3622.77 360 358
16407247 263600 1537.67 360 358
16407279 603650 4212.97 360 358
16407298 637400 4581.31 360 358
16407316 862500 6199.22 360 358
16407324 636724.87 4901.82 360 358
16407335 290146.79 2233.69 360 358
16407044 528154.29 3924.1 360 359
16407057 1000000 6458.33 360 359
16041183 182000 1213.33 360 351
16585320 439200 3494.48 360 360
16230348 479500 3296.56 360 357
16567116 220000 1145.84 360 359
16569892 194920.39 1765.55 360 359
16562149 351920 2162.84 360 359
16406805 61027.6 475.23 360 358
16406821 68000 488.75 360 358
16406871 514028 3801.67 360 358
16405716 528500 3578.39 360 358
16405771 570376 3386.61 360 358
16405793 512000 3680 360 358
16405821 181320.46 1208.8 360 357
16405869 265000 1517.6 360 359
16405872 444550 2871.05 360 358
16405935 799200 5244.75 360 358
16405959 1995000 13092.19 360 359
16405686 1012500 6855.47 360 359
16405690 649229.74 5055.63 360 358
16405383 89563.06 619.54 360 358
16405454 731250 5103.52 360 359
16405519 140000 831.25 360 357
16405548 277511 1532.09 360 359
16405590 456000 3277.5 360 358
16404333 288000 1830 360 359
16404351 159087.64 1140.53 360 359
16404358 76948.33 565 360 359
16404409 975000 7011.88 360 359
16404457 699700 4883.32 360 358
16404468 103870.25 790.48 360 358
16404513 177600 980.5 360 357
16404532 449888 3046.12 360 358
16404541 584000 4015 360 359
16404266 479200 3444.25 360 358
16404086 100603.7 713.1 360 358
16404103 517909 3884.32 360 358
16404134 1086788.62 8074.66 360 359
16402666 434484 2896.2 360 359
16402765 720000 4725 360 358
16402767 675000 4500 360 359
16402805 1000000 7291.67 360 359
16402830 188963.98 1438.06 360 358
16403936 960000 6800 360 359
16403952 69750 472.27 360 358
16403965 198800 1263.21 360 359
16402068 123845.32 942.49 360 358
16402080 472000 3097.5 360 359
16402126 699320 4880.67 360 358
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16676113 1303680 8148 360 360
16685024 1658000 9153.54 360 360
16676114 824924.78 4812.06 480 477
16676033 551000 3156.77 360 360
16685025 508000 3069.17 360 360
16676034 910000 4834.38 360 360
16685026 584900 3411.92 360 360
16676035 1150000 6588.54 360 359
16595440 421213.03 3203.51 360 359
16595361 598991 4118.06 360 359
16595375 945000 5414.06 360 359
16595281 506400 3006.75 360 359
16387243 1490300 10401.05 360 359
16387134 103879.89 818.17 360 358
16595194 71156.86 547.47 360 359
16595097 671900 4129.39 360 359
16595104 444238 3054.14 360 359
16595031 500000 3061.07 360 359
16595022 720000 4875 360 359
16595015 1068750 7458.98 360 359
16042519 240000 1525 360 351
16008885 112895.37 833.56 360 351
16009054 394283.61 2300.67 360 351
16019486 179786.52 1030.1 360 350
16019505 293300 1772.02 360 351
16008124 467759.96 2394.6 360 350
16007381 159865.43 993.95 360 349
16008154 252320 1545.46 360 350
CURRENT_NET_COUPON LPMI MSERV SERV_FEE CURRENT_GROSS_COUPON
6.375 0 0 0.375 6.75
5.875 0 0 0.375 6.25
6.5 0 0 0.375 6.875
6.75 0 0 0.375 7.125
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7.625 0 0 0.375 8
7.625 0 0 0.375 8
8.125 0 0 0.375 8.5
6.485 0.39 0 0.25 7.125
6.75 0 0 0.25 7
6.375 0 0 0.25 6.625
6.375 0 0 0.25 6.625
6.25 0 0 0.25 6.5
7.25 0 0 0.25 7.5
7 0 0 0.25 7.25
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6.5 0 0 0.25 6.75
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6.625 0 0 0.25 6.875
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6.125 0 0 0.25 6.375
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5.25 0 0 0.25 5.5
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5.75 0 0 0.25 6
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6 0 0 0.25 6.25
6 0 0 0.25 6.25
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6.625 0 0 0.25 6.875
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5.75 0 0 0.25 6
6.375 0 0 0.25 6.625
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7.75 0 0 0.25 8
6.5 0 0 0.25 6.75
6.125 0 0 0.25 6.375
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4.875 0 0 0.25 5.125
5.5 0 0 0.25 5.75
5.625 0 0 0.25 5.875
6.375 0 0 0.25 6.625
5.875 0 0 0.25 6.125
5.625 0 0 0.25 5.875
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4.375 0 0 0.25 4.625
4.5 0 0 0.25 4.75
6.11 0.39 0 0.25 6.75
6.25 0 0 0.25 6.5
6.62 0.38 0 0.25 7.25
7 0 0 0.25 7.25
5.625 0 0 0.25 5.875
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5.875 0 0 0.25 6.125
6.375 0 0 0.25 6.625
6.375 0 0 0.25 6.625
7.125 0 0 0.375 7.5
7.625 0 0 0.375 8
7 0 0 0.375 7.375
8.125 0 0 0.375 8.5
8.25 0 0 0.375 8.625
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7.75 0 0 0.375 8.125
7.5 0 0 0.375 7.875
7.5 0 0 0.375 7.875
7.125 0 0 0.375 7.5
7.5 0 0 0.375 7.875
7.375 0 0 0.375 7.75
7.125 0 0 0.375 7.5
8.25 0 0 0.375 8.625
8.25 0 0 0.375 8.625
7.375 0 0 0.375 7.75
6.5 0 0 0.375 6.875
7.125 0 0 0.375 7.5
7.375 0 0 0.375 7.75
6.624 0 0 0.375 6.999
7.5 0 0 0.375 7.875
7.375 0 0 0.375 7.75
8.25 0 0 0.375 8.625
8.25 0 0 0.375 8.625
7.625 0 0 0.375 8
6.125 0 0 0.375 6.5
7.125 0 0 0.375 7.5
7.625 0 0 0.375 8
7 0 0 0.375 7.375
8 0 0 0.375 8.375
7.625 0 0 0.375 8
8 0 0 0.375 8.375
7.125 0 0 0.375 7.5
8.125 0 0 0.375 8.5
7.875 0 0 0.375 8.25
7.75 0 0 0.375 8.125
8.25 0 0 0.375 8.625
7.875 0 0 0.375 8.25
6.375 0 0 0.375 6.75
7.5 0 0 0.375 7.875
6.875 0 0 0.375 7.25
8.5 0 0 0.375 8.875
8.375 0 0 0.375 8.75
8 0 0 0.375 8.375
6.875 0 0 0.375 7.25
7.875 0 0 0.375 8.25
6.625 0 0 0.375 7
8 0 0 0.375 8.375
7.125 0 0 0.375 7.5
7.5 0 0 0.375 7.875
7 0 0 0.375 7.375
7.25 0 0 0.375 7.625
8.375 0 0 0.375 8.75
8.5 0 0 0.375 8.875
8.5 0 0 0.375 8.875
6.75 0 0 0.375 7.125
8.5 0 0 0.375 8.875
6.25 0 0 0.375 6.625
6.875 0 0 0.375 7.25
6.625 0 0 0.375 7
7.25 0 0 0.375 7.625
8.125 0 0 0.375 8.5
7.75 0 0 0.375 8.125
6.26 0.74 0 0.25 7.25
6.125 0 0 0.25 6.375
6.625 0 0 0.25 6.875
6.135 0.49 0 0.25 6.875
5.875 0 0 0.25 6.125
6.75 0 0 0.25 7
6.625 0 0 0.25 6.875
5.75 0 0 0.25 6
6.125 0 0 0.25 6.375
6.625 0 0 0.25 6.875
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6.625 0 0 0.25 6.875
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6.5 0 0 0.25 6.75
6.375 0 0 0.25 6.625
6.5 0 0 0.25 6.75
6.625 0 0 0.25 6.875
6.5 0 0 0.25 6.75
6.5 0 0 0.375 6.875
8.25 0 0 0.375 8.625
8.25 0 0 0.375 8.625
8.375 0 0 0.375 8.75
8.625 0 0 0.375 9
8.125 0 0 0.375 8.5
7.125 0 0 0.375 7.5
6.375 0 0 0.375 6.75
8.125 0 0 0.375 8.5
7 0 0 0.25 7.25
7 0 0 0.25 7.25
6.375 0 0 0.25 6.625
6.75 0 0 0.25 7
5.25 0 0 0.25 5.5
7.875 0 0 0.25 8.125
6.5 0 0 0.25 6.75
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7.125 0 0 0.25 7.375
6.625 0 0 0.25 6.875
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6.375 0 0 0.25 6.625
6.875 0 0 0.25 7.125
6.625 0 0 0.25 6.875
6.875 0 0 0.25 7.125
6.125 0 0 0.25 6.375
8.125 0 0 0.375 8.5
8.375 0 0 0.375 8.75
7.75 0 0 0.375 8.125
7.5 0 0 0.375 7.875
7.375 0 0 0.375 7.75
7.625 0 0 0.375 8
8.125 0 0 0.375 8.5
7.875 0 0 0.375 8.25
7.375 0 0 0.375 7.75
6.5 0 0 0.375 6.875
6.25 0 0 0.375 6.625
8.375 0 0 0.375 8.75
8.375 0 0 0.375 8.75
5.875 0 0 0.375 6.25
6.75 0 0 0.25 7
7 0 0 0.25 7.25
6.125 0 0 0.25 6.375
6 0 0 0.25 6.25
5.625 0 0 0.25 5.875
6.625 0 0 0.25 6.875
3.625 0 0 0.25 3.875
6.125 0 0 0.25 6.375
6 0 0 0.25 6.25
5.625 0 0 0.25 5.875
7.625 0 0 0.25 7.875
6.625 0 0 0.25 6.875
8 0 0 0.25 8.25
6.875 0 0 0.25 7.125
6 0 0 0.25 6.25
6 0 0 0.25 6.25
6 0 0 0.25 6.25
8.375 0 0 0.375 8.75
6.25 0 0 0.25 6.5
6.625 0 0 0.25 6.875
6.375 0 0 0.25 6.625
5.75 0 0 0.25 6
6.25 0 0 0.25 6.5
6.625 0 0 0.25 6.875
6.375 0 0 0.25 6.625
7.875 0 0 0.375 8.25
8.375 0 0 0.375 8.75
7.25 0 0 0.375 7.625
7.375 0 0 0.375 7.75
8.625 0 0 0.375 9
7.875 0 0 0.375 8.25
8 0 0 0.375 8.375
7 0 0 0.375 7.375
7.125 0 0 0.375 7.5
8.5 0 0 0.375 8.875
8 0 0 0.375 8.375
8.625 0 0 0.375 9
8.625 0 0 0.375 9
8.5 0 0 0.375 8.875
7.875 0 0 0.375 8.25
6.625 0 0 0.375 7
7 0 0 0.375 7.375
7.125 0 0 0.375 7.5
7.25 0 0 0.375 7.625
7.125 0 0 0.375 7.5
7.375 0 0 0.375 7.75
7.875 0 0 0.375 8.25
6.375 0 0 0.375 6.75
6.875 0 0 0.375 7.25
8.625 0 0 0.375 9
8.375 0 0 0.375 8.75
8.5 0 0 0.375 8.875
8.625 0 0 0.375 9
7.75 0 0 0.375 8.125
6.125 0 0 0.375 6.5
8.5 0 0 0.375 8.875
8.625 0 0 0.375 9
8 0 0 0.375 8.375
6.75 0.58 0 0.42 7.75
5.85 0.48 0 0.42 6.75
8.205 0 0 0.42 8.625
8.33 0 0 0.42 8.75
7.33 0 0 0.42 7.75
7.08 0 0 0.42 7.5
6.6 0.48 0 0.42 7.5
6.475 0.48 0 0.42 7.375
6.58 0 0 0.42 7
6.205 0 0 0.42 6.625
6.205 0 0 0.42 6.625
6.455 0 0 0.42 6.875
5.705 0 0 0.42 6.125
6.33 0 0 0.42 6.75
7.08 0 0 0.42 7.5
6.08 0 0 0.42 6.5
5.83 0 0 0.42 6.25
6.73 0.35 0 0.42 7.5
6.08 0 0 0.42 6.5
6.33 0 0 0.42 6.75
7.955 0 0 0.42 8.375
6.58 0 0 0.42 7
6.205 0 0 0.42 6.625
6.705 0 0 0.42 7.125
6.955 0 0 0.42 7.375
6.33 0 0 0.42 6.75
5.955 0 0 0.42 6.375
8.205 0 0 0.42 8.625
7.58 0 0 0.42 8
6.83 0 0 0.42 7.25
6.455 0 0 0.42 6.875
6.33 0 0 0.42 6.75
6.455 0 0 0.42 6.875
6.955 0 0 0.42 7.375
6.58 0 0 0.42 7
8.08 0 0 0.42 8.5
5.705 0 0 0.42 6.125
6.955 0 0 0.42 7.375
6.08 0 0 0.42 6.5
6.08 0 0 0.42 6.5
6.08 0 0 0.42 6.5
5.455 0 0 0.42 5.875
7.08 0 0 0.42 7.5
7.875 0 0 0.375 8.25
7.625 0 0 0.375 8
8.125 0 0 0.375 8.5
6.875 0 0 0.375 7.25
7.875 0 0 0.375 8.25
7.5 0 0 0.375 7.875
6.375 0 0 0.375 6.75
5.625 0 0 0.375 6
7.125 0 0 0.375 7.5
6.25 0 0 0.375 6.625
6.875 0 0 0.375 7.25
8 0 0 0.375 8.375
7.375 0 0 0.375 7.75
6.75 0 0 0.375 7.125
8.125 0 0 0.375 8.5
7.625 0 0 0.375 8
7.125 0 0 0.375 7.5
6.5 0 0 0.375 6.875
7.125 0 0 0.375 7.5
6.5 0 0 0.375 6.875
7.5 0 0 0.375 7.875
6.75 0 0 0.375 7.125
7.125 0 0 0.375 7.5
7 0 0 0.375 7.375
7 0 0 0.375 7.375
5.875 0 0 0.375 6.25
7.75 0 0 0.375 8.125
7.875 0 0 0.375 8.25
6.875 0 0 0.375 7.25
8 0 0 0.375 8.375
8 0 0 0.375 8.375
8 0 0 0.375 8.375
7.375 0 0 0.375 7.75
8 0 0 0.375 8.375
7.125 0 0 0.375 7.5
7.25 0 0 0.375 7.625
6.125 0 0 0.375 6.5
6.625 0 0 0.375 7
8 0 0 0.375 8.375
8 0 0 0.375 8.375
6.5 0 0 0.375 6.875
6.375 0 0 0.375 6.75
8 0 0 0.375 8.375
7.5 0 0 0.375 7.875
7.375 0 0 0.375 7.75
8 0 0 0.375 8.375
6.5 0 0 0.375 6.875
7.375 0 0 0.375 7.75
7.5 0 0 0.375 7.875
7.25 0 0 0.375 7.625
8 0 0 0.375 8.375
8 0 0 0.375 8.375
7.75 0 0 0.375 8.125
7.25 0 0 0.375 7.625
8 0 0 0.375 8.375
6.875 0 0 0.375 7.25
8 0 0 0.375 8.375
7.375 0 0 0.375 7.75
7.375 0 0 0.375 7.75
8 0 0 0.375 8.375
6.375 0 0 0.375 6.75
7.375 0 0 0.375 7.75
7.375 0 0 0.375 7.75
9.325 0 0 0.375 9.7
7.375 0 0 0.375 7.75
6.125 0 0 0.375 6.5
7.75 0 0 0.375 8.125
7.5 0 0 0.375 7.875
5.625 0 0 0.375 6
7.75 0 0 0.375 8.125
8 0 0 0.375 8.375
6.625 0 0 0.375 7
8 0 0 0.375 8.375
5.625 0 0 0.375 6
8.125 0 0 0.375 8.5
5.625 0 0 0.375 6
7.625 0 0 0.375 8
6.5 0 0 0.375 6.875
8.375 0 0 0.375 8.75
7.5 0 0 0.375 7.875
8.625 0 0 0.375 9
8.375 0 0 0.375 8.75
7.375 0 0 0.375 7.75
5.625 0 0 0.375 6
7.375 0 0 0.375 7.75
7.125 0 0 0.375 7.5
8 0 0 0.375 8.375
8 0 0 0.375 8.375
8.125 0 0 0.375 8.5
6.875 0 0 0.375 7.25
8.5 0 0 0.375 8.875
7.75 0 0 0.375 8.125
7.75 0 0 0.375 8.125
6.75 0 0 0.375 7.125
8.125 0 0 0.375 8.5
7.625 0 0 0.375 8
7.625 0 0 0.375 8
7.875 0 0 0.375 8.25
6.625 0 0 0.375 7
8 0 0 0.375 8.375
8.25 0 0 0.375 8.625
8.25 0 0 0.375 8.625
8.125 0 0 0.375 8.5
8.125 0 0 0.375 8.5
7.75 0 0 0.375 8.125
7.375 0 0 0.375 7.75
7.625 0 0 0.375 8
8.5 0 0 0.375 8.875
7.875 0 0 0.375 8.25
5.875 0 0 0.375 6.25
10 0 0 0.375 10.375
7 0 0 0.375 7.375
8.25 0 0 0.375 8.625
8.25 0 0 0.375 8.625
8.5 0 0 0.375 8.875
7.75 0 0 0.375 8.125
6.75 0 0 0.375 7.125
8.25 0 0 0.375 8.625
7.625 0 0 0.375 8
6.5 0 0 0.375 6.875
7.375 0 0 0.375 7.75
7.5 0 0 0.375 7.875
7.5 0 0 0.375 7.875
7.75 0 0 0.375 8.125
8.25 0 0 0.375 8.625
7 0 0 0.375 7.375
8 0 0 0.375 8.375
6.75 0 0 0.375 7.125
6.25 0 0 0.375 6.625
8.25 0 0 0.375 8.625
7.25 0 0 0.375 7.625
7.375 0 0 0.375 7.75
7.625 0 0 0.375 8
8.255 0 0 0.375 8.63
8 0 0 0.375 8.375
8 0 0 0.375 8.375
6.25 0 0 0.375 6.625
7.75 0 0 0.375 8.125
7.875 0 0 0.375 8.25
8.25 0 0 0.375 8.625
7.25 0 0 0.375 7.625
8.625 0 0 0.375 9
7.75 0 0 0.375 8.125
7.624 0 0 0.375 7.999
7.5 0 0 0.375 7.875
7.625 0 0 0.375 8
8.375 0 0 0.375 8.75
8 0 0 0.375 8.375
8.125 0 0 0.375 8.5
7.75 0 0 0.375 8.125
7.25 0 0 0.375 7.625
8 0 0 0.375 8.375
7.5 0 0 0.375 7.875
8 0 0 0.375 8.375
8 0 0 0.375 8.375
7.375 0 0 0.375 7.75
8.375 0 0 0.375 8.75
8.25 0 0 0.375 8.625
7.75 0 0 0.375 8.125
8.25 0 0 0.375 8.625
7.625 0 0 0.375 8
6.875 0 0 0.375 7.25
5.625 0 0 0.375 6
5.875 0 0 0.375 6.25
8.25 0 0 0.375 8.625
5.625 0 0 0.375 6
6.75 0 0 0.375 7.125
7.875 0 0 0.375 8.25
7.75 0 0 0.375 8.125
6.875 0 0 0.375 7.25
8.25 0 0 0.375 8.625
8.25 0 0 0.375 8.625
7.25 0 0 0.375 7.625
7.875 0 0 0.375 8.25
7.375 0 0 0.375 7.75
7.625 0 0 0.375 8
7.625 0 0 0.375 8
6.75 0 0 0.375 7.125
6.125 0 0 0.25 6.375
6.25 0 0 0.25 6.5
6.25 0 0 0.25 6.5
6.5 0 0 0.25 6.75
5.875 0 0 0.25 6.125
6.375 0 0 0.25 6.625
6.5 0 0 0.25 6.75
6.25 0 0 0.25 6.5
6.625 0 0 0.25 6.875
6.25 0 0 0.25 6.5
6.125 0 0 0.25 6.375
6 0 0 0.25 6.25
6.5 0 0 0.25 6.75
6.625 0 0 0.25 6.875
6.625 0 0 0.25 6.875
8.125 0 0 0.375 8.5
6.625 0 0 0.25 6.875
6.125 0 0 0.25 6.375
6.375 0 0 0.25 6.625
5.375 0 0 0.25 5.625
6 0 0 0.25 6.25
6.25 0 0 0.25 6.5
7.125 0 0 0.25 7.375
6.25 0 0 0.25 6.5
7.625 0 0 0.25 7.875
7 0 0 0.25 7.25
6.5 0 0 0.25 6.75
6.5 0 0 0.25 6.75
6 0 0 0.25 6.25
6.25 0 0 0.25 6.5
6.25 0 0 0.25 6.5
6.125 0 0 0.25 6.375
6.5 0 0 0.25 6.75
6.625 0 0 0.25 6.875
6.25 0 0 0.25 6.5
6.995 0.63 0 0.25 7.875
6.5 0 0 0.25 6.75
6.125 0 0 0.25 6.375
7.5 0 0 0.25 7.75
6.375 0 0 0.25 6.625
5.875 0 0 0.25 6.125
6.5 0 0 0.25 6.75
5.75 0 0 0.25 6
6.5 0 0 0.25 6.75
5.75 0 0 0.25 6
5.875 0 0 0.25 6.125
6.375 0 0 0.25 6.625
6.5 0 0 0.25 6.75
6.875 0 0 0.375 7.25
8.125 0 0 0.375 8.5
5.125 0 0 0.375 5.5
7.75 0 0 0.375 8.125
7.5 0 0 0.375 7.875
7 0 0 0.375 7.375
6.875 0 0 0.375 7.25
8.25 0 0 0.375 8.625
8.125 0 0 0.375 8.5
6.875 0 0 0.375 7.25
6.25 0 0 0.375 6.625
7.5 0 0 0.375 7.875
6.75 0 0 0.375 7.125
8.125 0 0 0.375 8.5
7.5 0 0 0.375 7.875
6.25 0 0 0.375 6.625
6.75 0 0 0.375 7.125
6.625 0 0 0.375 7
7.75 0 0 0.375 8.125
8.5 0 0 0.375 8.875
8.375 0 0 0.375 8.75
7.375 0 0 0.375 7.75
6 0 0 0.375 6.375
8.125 0 0 0.375 8.5
7.5 0 0 0.375 7.875
8.375 0 0 0.375 8.75
8.5 0 0 0.375 8.875
7.5 0 0 0.375 7.875
6 0 0 0.375 6.375
8.125 0 0 0.375 8.5
7.625 0 0 0.375 8
8 0 0 0.375 8.375
7.75 0 0 0.375 8.125
7.75 0 0 0.375 8.125
7.75 0 0 0.375 8.125
8.125 0 0 0.375 8.5
6.875 0 0 0.375 7.25
8 0 0 0.375 8.375
7.625 0 0 0.375 8
7.975 0 0 0.375 8.35
8 0 0 0.375 8.375
7.25 0 0 0.375 7.625
8 0 0 0.375 8.375
7 0 0 0.375 7.375
8 0 0 0.375 8.375
7.875 0 0 0.375 8.25
8 0 0 0.375 8.375
6.125 0 0 0.375 6.5
8 0 0 0.375 8.375
7.75 0 0 0.375 8.125
8 0 0 0.375 8.375
6.75 0 0 0.375 7.125
7.75 0 0 0.375 8.125
7 0 0 0.375 7.375
6.875 0 0 0.375 7.25
8 0 0 0.375 8.375
7 0 0 0.375 7.375
7.625 0 0 0.375 8
8.125 0 0 0.375 8.5
6.75 0 0 0.375 7.125
8.125 0 0 0.375 8.5
6.875 0 0 0.375 7.25
6.375 0 0 0.375 6.75
7.25 0 0 0.375 7.625
8.125 0 0 0.375 8.5
8.125 0 0 0.375 8.5
7.125 0 0 0.375 7.5
6.75 0 0 0.375 7.125
6 0 0 0.375 6.375
7.25 0 0 0.375 7.625
8.125 0 0 0.375 8.5
6.25 0 0 0.375 6.625
6.875 0 0 0.375 7.25
7.375 0 0 0.375 7.75
7.25 0 0 0.375 7.625
8.125 0 0 0.375 8.5
7.75 0 0 0.375 8.125
8.5 0 0 0.375 8.875
7.5 0 0 0.375 7.875
6.125 0 0 0.375 6.5
6.125 0 0 0.375 6.5
6.875 0 0 0.25 7.125
7.125 0 0 0.25 7.375
7 0 0 0.25 7.25
6.5 0 0 0.375 6.875
6.25 0 0 0.375 6.625
5.875 0 0 0.375 6.25
6.625 0 0 0.375 7
7.25 0 0 0.25 7.5
6.75 0 0 0.375 7.125
5.75 0 0 0.375 6.125
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CITY1 STATE ZIP_CODE PROPTYPE MATURITY_DATE
Xxxxxx Chapel FL 33543 PUD 20360801
Xxxxxx XX 00000 Single Family 20360901
XXXXX XX 00000 Single Family 20360901
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XXXXXX XX 0000 Single Family 20360801
XXXXXXXXX XX 00000 Single Family 20360901
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XXXXXXXXX XX 00000 PUD 20360801
XXXXXXXXX XX 00000 Single Family 20360801
XXX XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360901
Xxxxxxxx XX 00000 Single Family 20360901
Xxxxxx XX 00000 Single Family 20360801
XXX XXXXX XX 00000 PUD 20360801
XXXXXXXX XX 00000 PUD 20360801
Xxxx XX 00000 Single Family 20360801
XXXXXX XX 00000 PUD 20360701
XXXXXXXX XX 00000 Single Family 20360601
Xxxxxx XX 00000 Single Family 20360801
XXXXXXXX XX 00000 PUD 20360901
XXXX XXXX XX 00000 PUD 20360801
EDISON NJ 8820 Single Family 20360901
XXXXXX XXXXXX XX 00000 Single Family 20360901
XXXXXX XXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Condominium 20360401
XXXXX XX 00000 Single Family 20360401
XX XXXXX XX 00000 Single Family 20360501
XXXXX XXXX XX 00000 Single Family 20360501
INCLINE XXXX XX 00000 Condominium 20360501
ALISO VIEJO CA 92656 Condominium 20360501
XXXXX XX 00000 Condominium 20360601
XXXXXX XX 0000 Single Family 20360801
Xxxxxxx XX 00000 Single Family 20360801
XXXXXXXXX XX 00000 Single Family 20360601
Xxxxxxx XX 00000 Single Family 20360801
XXXX XX 00000 Single Family 20360301
XXXXXXXXX XX 00000 PUD 20360801
XXXXXXXXXX XX 00000 PUD 20360801
XXXXXXXXX XX 00000 Single Family 20360201
XXXXX XXXX XX 00000 Single Family 20360401
XXXXXXXX XXX XX 00000 Single Family 20350701
XXXXXX XXXXX XX 00000 Single Family 20350901
XXXXXXX XX 00000 Single Family 20351001
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XXXXXXXXX XX 00000 Single Family 20351101
XXXXX XX 00000 Single Family 20360101
XXXXXX XX 00000 Single Family 20340601
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XXXXXXXX XX 00000 Single Family 20350801
XXXX XXXXX XX 00000 Single Family 20350401
XXX XXXXXXX XX 00000 Single Family 20350501
XXXXXXX XXXX XX 00000 Condominium 20350501
TARZANA CA 91356 Condominium 20350801
XXXXXXXXXXXX XX 00000 PUD 20360801
XXXXXXX XX 00000 PUD 20360801
XXXXXXX XX 00000 PUD 20360901
XXXXX XXXXX XX 00000 Condominium 20361001
Xxxx XX 00000 Single Family 20360901
XXXXX XX 00000 Condominium 20360801
XXXXXXXXXX XX 00000 PUD 20361001
XXXXXXXXX XX 00000 Single Family 20360601
Xxxxxxx XX 00000 Single Family 20360901
XXXXXXXXXXXXX XX 00000 Single Family 20360901
Xxxxx Xxxx Xxxxx XX 00000 Single Family 20360901
XXXXXXXX XX 00000 Single Family 20360901
XXXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20360901
Xxxxxxx XX 00000 Townhouse 20360901
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XXXXXXXXXXXX XX 00000 Single Family 20360901
Xxxxxxxxx XX 00000 PUD 20360801
XXXXXX XXXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360801
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XXXXXXXXXX XX 00000 PUD 20360901
Xxxxxxxx XX 0000 2-4 Family 20360901
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Xxxxxxxx Xxxxx XX 00000 Single Family 20360901
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XXXXXX XX 00000 PUD 20360901
Xxxxxxx XX 00000 Single Family 20360901
XXXXXX XX 00000 Single Family 20360901
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XXXXXXXX XX 00000 PUD 20361001
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XXXXXXX XX 00000 Single Family 20360901
XXX XXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXX XX 00000 Townhouse 20360601
Xxxxxxxx Xxxxxxx XX 00000 Single Family 20360701
Xxxxxxx XX 00000 PUD 20360901
Xxxxxxx Xxxxx XX 00000 Single Family 20360801
Xxxxxxx XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20360801
XXXXXXXXX XX 0000 Single Family 20360801
XXXXX XX 00000 2-4 Family 20360901
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XXXXXXXXXX XXXXX XX 00000 PUD 20360901
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Xxxxx Xxxxxxxx XX 00000 PUD 20360901
Xxxxx Xxxxxxxx XX 00000 PUD 20360901
Xxxxxxxxxxxx XX 00000 PUD 20360901
Xxxxxxxxxx XX 00000 Single Family 20360901
Xxxxxxxxxx XX 00000 PUD 20360901
Xxxxxxxx XX 00000 PUD 20360901
XXXXXX XX 00000 Single Family 20360901
Xxx Xxxxx XX 00000 PUD 20360901
Milan MI 48160 Condominium 20360901
XXXXXXXXX XX 00000 Single Family 20360801
Xxxxxxxxx XX 00000 Townhouse 20360901
Xxxxxxxxx XX 00000 PUD 20360901
Xxxxxxxx XX 00000 Townhouse 20360901
XXXXXXXXXX XX 00000 Single Family 20360801
Xxxx Xxxxx XX 00000 PUD 20360701
Xx Xxxx XX 00000 Single Family 20360901
Xxx Xxxxxxxxx XX 00000 2-4 Family 20360901
Xxx Xxxx XX 00000 Single Family 20360901
XXX XXXXX XX 00000 PUD 20360901
Winter Haven FL 33884 PUD 20360901
XXXXXX XX 00000 Condominium 20360901
XXXXXXXXXXXX XX 00000 Single Family 20360401
XXXXXX XXXX XX 00000 PUD 20360901
LONE XXXX XX 00000 Single Family 20360901
XXXXXXXXXXX XX 00000 Single Family 20360501
XXXXXXXXXX XX 00000 Condominium 20360701
XXXXXXXXX XX 00000 Condominium 20360901
XXXXX XX 00000 Condominium 20360801
XXXX XXXXX XX 00000 Single Family 20360701
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XXXXXXXXXXX XX 00000 Single Family 20360701
XXXXX XX 00000 2-4 Family 20360801
XXXXXXXXXX XX 00000 Single Family 20360701
XXX XXXX XX 00000 2-4 Family 20360701
LAHAINA HI 96761 Condominium 20360801
XXXXXXX XX 00000 Single Family 20360701
XXXXXX XXXX XX 00000 Single Family 20360801
XXXXXX XXXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 Single Family 20360701
XXXXXXXXXX XX 0000 Single Family 20360701
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XXXXXXXX XX 00000 PUD 20360801
Xxxxxxx XX 00000 Condominium 20360901
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Xxxxxx Xxxxx XX 00000 Single Family 20360701
XXX XXXXX XX 00000 PUD 20360801
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XXXXXXXX XX 00000 Single Family 20360701
Xxxxxxxxxx XX 00000 Single Family 20360701
XXXX XXXXXXX XX 00000 Condominium 20360801
XXXXXXXXX XX 00000 Condominium 20360801
XXXXXXXX XX 00000 PUD 20360601
XXXXX XX 00000 Condominium 20360801
DERRY NH 3038 Single Family 20360201
XXXXX XXXXXXX XX 00000 Single Family 20360601
LYNN MA 1902 Condominium 20360601
XXXXXXX XX 00000 2-4 Family 20360501
XXXXXXXXX XX 00000 Single Family 20360501
HOPE RI 2831 Single Family 20360701
XXXXXXXXX XX 00000 Single Family 20360801
XXXX XXXXXX XXXXX XX 00000 Single Family 20360401
XXXXXXX XX 00000 Single Family 20360701
XXXXXXXX XX 00000 2-4 Family 20360701
XXXXXXXXXXXX XX 00000 Condominium 20360701
XXX XXXXXXX XX 00000 Single Family 20360801
XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360901
Xxxxxxxx Xxxx XX 00000 PUD 20360901
XXXXXX XX 0000 Single Family 20360701
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XXXXXXXXX XX 00000 Single Family 20360901
Xxxxxxxx XX 00000 Single Family 20360701
XXXXXXXXX XX 00000 Single Family 20360701
XXXXXX XXXXXX XX 00000 Single Family 20360801
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Xxxxxxx XX 00000 Single Family 20360701
Xxxxxxx XX 00000 Single Family 20360801
XXXXXXXXXX XX 00000 Single Family 20360701
XXXXXXXXXXXX XX 00000 Single Family 20360601
XXXXX XXX XX 00000 Single Family 20360801
XX XXXXX XXXXXXX XX 00000 Single Family 20360901
GYPSUM CO 81637 Condominium 20350801
XXXXXXXX XX 00000 Condominium 20350901
XX XXXXXX XX 00000 PUD 20350801
XX XXXXXX XX 00000 PUD 20350801
XXXXXX XX 0000 2-4 Family 20350801
XXXXXXXX XXXXX XX 00000 PUD 20360801
XXXX XXXXX XX 00000 Single Family 20360101
XXXXXXXX XX 00000 PUD 20360201
SPRINGVALE ME 4083 Single Family 20360301
XXX XXXXX XX 00000 Single Family 20351101
XXXXXXX XX 00000 2-4 Family 20360501
XXXXX XX 00000 Single Family 20360501
XXXXX XX 00000 Single Family 20360501
WINTER GARDEN FL 34787 PUD 20360901
XXXXXXXX XX 00000 Single Family 20360701
FT WASHINGTON MD 20744 PUD 20360701
Xxxxxxxxx XX 00000 Condominium 20360701
Xxxxxxxx XX 00000 Single Family 20360701
Xxxxxxxx XX 00000 2-4 Family 20360901
Xxxxxxxxxxxx XX 00000 Single Family 20360801
Xxxxxxxx Xxx XX 00000 Single Family 20360301
Xxxxxxxx Xxxxx XX 00000 Single Family 20360801
Xxxxxxxxxxx XX 00000 PUD 20360801
XXXXXXXXXX XX 00000 Single Family 20360901
Xxxxxxx XX 0000 Single Family 20360901
Xxx Xxxxx XX 00000 Single Family 20360801
Xxxxxxxx Xxxx XX 00000 PUD 20360701
Xxxxxx Xxxxxxx XX 00000 Single Family 20360701
Xxxxxx XX 00000 PUD 20360801
Xxxxx XX 00000 Condominium 20360501
Xxxxxxx XX 00000 PUD 20360601
XXXXXXXX XX 00000 Single Family 20360701
Xxxxxxxx XX 00000 PUD 20360701
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Xxxxx X Xxxxx XX 00000 2-4 Family 20360701
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XXXXXX XX 00000 Single Family 20360501
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XXXXXX XX 00000 Single Family 20360701
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XXXXX XX 00000 2-4 Family 20360701
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Xxxxx XX 00000 Townhouse 20360701
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XXXXXXXXXXXX XX 00000 PUD 20360701
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Xxxxxxx XX 00000 Single Family 20360801
Xxxxxxx XX 00000 Single Family 20360701
Xxxx Xxxxx XX 00000 PUD 20360701
Xxxxx X Xxxxx XX 00000 2-4 Family 20360701
XXXXXXXX XX 00000 PUD 20360801
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XXXX XXXX XX 00000 PUD 20360901
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XXXXXXX XXXXX XX 00000 Condominium 20360901
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XXXXX XXXXXXXXXX XX 00000 Single Family 20360901
XXXX 000 XXXXXXXXX XX 00000 Condominium 20360901
XXXXXXXXXX XX XX 00000 PUD 20360901
XXXX XXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 Condominium 20360901
XXXXXXX XX 00000 PUD 20360901
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XXXXXXXX XX 00000 Condominium 20360901
XXXXXXXXXXXXX XX 00000 PUD 20360901
XXXXXXXX XX 00000 Condominium 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXX XXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 2-4 Family 20360901
XXXXX XXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 PUD 20360901
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CO SPGS CO 80918 Condominium 20360901
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Jupiter FL 33458 PUD 20360901
Jupiter FL 33458 PUD 20360901
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St Petersburg FL 33705 Townhouse 20360901
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Sun Xxxx Xxxxxx XX 00000 PUD 20360901
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XXXXXXX XX 00000 Single Family 20360401
XXXX XXXX XX 00000 PUD 20360901
XXXXXXXX XX 00000 PUD 20360501
XXXX XXXX XXXXX XX 00000 Single Family 20360501
XXXXXXXXX XX 00000 Condominium 20360901
XXXXXX XX 00000 PUD 20360501
XXXXXXXXX XX 00000 PUD 20360601
XXXXXXXX XX 00000 Single Family 20360901
JUPITER FL 33477 PUD 20360701
XXXXXXX XX 00000 PUD 20360901
XXXXX XX 00000 PUD 20360701
XXXXXX XX 00000 Single Family 20360701
XXXXXXXX XX 00000 PUD 20360701
XXXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 PUD 20360901
XXXXXXXX XX 00000 Single Family 20360701
XXXXX XXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXX XXXXX XX 00000 Single Family 20360701
XXXXXXXX XX 00000 Condominium 20360801
XXXXXXXXXXXX XX 00000 Condominium 20360801
XXXXXXX XX 00000 PUD 20360701
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XXXXXXX XXXXX XX 00000 Condominium 20360801
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XXXXX XXXXX XXXXX XX 00000 Condominium 20360901
XXXXXX XXXXXXX XX 00000 Condominium 20360801
XXXXX XXXXXXXXX XX 00000 PUD 20360901
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XXXXXXXXX XX 00000 Condominium 20360801
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XXXXXXXX XX 00000 PUD 20360801
XXXXXXX XX 00000 PUD 20360801
XXXXXXXXXXX XX 00000 PUD 20360801
XXXXXXX XX 00000 PUD 20360901
XXXXX XXXXXXXXXX XX 00000 Condominium 20360801
XXXXXXX XX 00000 2-4 Family 20360901
XXXXXXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 Single Family 20360801
XXXXXXXXX XX 00000 PUD 20360801
XXXXXX XXXX XX 00000 PUD 20360901
XXXXXX XXXX XXXXX XX 00000 Condominium 20360801
XXXXXXXX XX 00000 Condominium 20360801
XXXXXXX XX 00000 Condominium 20360801
XXXXXXXX XX 00000 Single Family 20360901
XXXX XXXXX XX 00000 Condominium 20360801
XXXXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXX XX 00000 Condominium 20360901
XXXXX XXXXXXXX XX 00000 PUD 20360801
XXXX 00, XXXXXXXXX XX 00000 Condominium 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 Single Family 20360901
XXXXXXXX XX 00000 PUD 20360901
XXXXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 Condominium 20360801
XXXXXXX XX 00000 Single Family 20360901
LAND O'LAKES FL 34639 PUD 20360901
XXXXX XX 00000 Condominium 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20360901
#2216 XXXXX XX 00000 Condominium 20360901
XXXXXXXXX XXXX XX 00000 Condominium 20360901
XXXXXXX XX 00000 Single Family 20360801
XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXX XX 00000 PUD 20360801
XXXXXXXXX XX 00000 PUD 20360901
XXXXXXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 Single Family 20360901
XXXXXX XXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXX XX 00000 Single Family 20360801
XXXXXX XX 00000 PUD 20360901
XXXXXXX XXXX XX 00000 Condominium 20360801
XXXXXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 2-4 Family 20360901
XXXXXXXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXXXXXX XX 00000 PUD 20360901
XXXXX XXXXXXX XX 00000 Single Family 20360901
XXXXX XXXX XX 00000 PUD 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXX XXXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 Condominium 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXX XXXXXXXXXX XX 00000 Single Family 20360901
XXXXX XXXX XX 00000 PUD 20360901
XXXXX XX 00000 PUD 20360901
XXXXXXXXXXXXX XX 00000 PUD 20360901
XXXXX XXXX XX 00000 PUD 20360901
XXXXXX XX 00000 PUD 20360901
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XXXXXXXXXX XX 00000 PUD 20360901
XXXXXX XXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXXXX XXXXX XX 00000 PUD 20360901
UNIT 1-D,SARASOTA FL 34237 Condominium 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXX XX 00000 PUD 20360901
XXXX XXXXX XX 00000 PUD 20360901
XXXXXX XXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXXXXX XX 00000 PUD 20360901
XXXXXXXX XXXX XX 00000 Single Family 20360901
104F XXXXXXX XX 00000 Condominium 20360901
XXXXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 Condominium 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXX XXXXXXX XX 00000 Single Family 20360901
XXXXX XXXX XX 00000 PUD 20360901
XXXXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXXX XX 00000 Single Family 20360901
XXXXXX XXXXXXX XX 00000 PUD 20360901
XXXXXXXXX XXXXXX XX 00000 Condominium 20360901
XXXXXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 Townhouse 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXXXXX XXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 Condominium 20360901
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XXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 Condominium 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 PUD 20360901
ST XXXXXXXXXX XX 00000 PUD 20360901
XXXXXXXX XX 00000 PUD 20360901
XXXXX XX 00000 Single Family 20360901
XXXXX XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360901
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XXXXX XXXXXX XX 00000 PUD 20360901
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XXXXXX XXXXXX XX 00000 PUD 20360901
XXXXXXXXXXX XX 00000 PUD 20360901
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XXXXXX XXXX XX 00000 Single Family 20360901
XXXXXXXXXX XX 00000 PUD 20360901
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XXXXXXXXXXX XX 00000 PUD 20360901
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XXXXXXX XXXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXX XXXXXXXX XX 00000 Single Family 20360901
XXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 Single Family 20360901
XXXXXX XXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXXXXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXX XX 00000 PUD 20360901
XXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXXXXXXXXXX XX 00000 Condominium 20360901
XXXXXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXX XX 00000 PUD 20360901
XXXXXXXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXX XXXXXX XXXXX XX 00000 PUD 20360901
XXXXXXXXXX XX 00000 2-4 Family 20360901
XXXX XXXXXX XX 00000 Condominium 20360901
XXXXXXXXX XX 00000 Condominium 20360901
XXXXX XX 00000 Condominium 20360901
XXXXXXX XXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXXXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXX XXXXX XX 00000 PUD 20360901
XXXXXXXX XX 00000 Condominium 20360901
XXXXXXXX XX 00000 PUD 20360901
ST AUGUSTINE FL 32092 PUD 20360901
XXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXX CHAPEL FL 33544 PUD 20360901
XXXXXXXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXXX XXXXXXX XX 00000 PUD 20360901
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XXXXXX XX 00000 PUD 20360901
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XXXXXXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 PUD 20360901
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XXXXXXXXXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 Townhouse 20360901
XXXXXXX XX 00000 PUD 20360901
XXXX XXXX XXXXX XX 00000 Condominium 20360901
XXXXXXXXXXXXX XX 00000 Single Family 20360901
BANNER XXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXXXXXXXX XX 00000 2-4 Family 20360901
XXXXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXX XXXX XX 00000 PUD 20360901
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XXXXXXXX XX 00000 PUD 20360901
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XXXXXX XX 00000 PUD 20360901
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XXXXXXXXX XX 00000 PUD 20360901
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XXXXXXX XX 00000 PUD 20360901
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XXXXXXXXX XX 00000 Condominium 20360901
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XXXXXXXXXX XX 00000 Condominium 20360901
XXXXXXXXXX XX 00000 PUD 20360901
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XXXXXXXXXXX XX 00000 PUD 20360901
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XXXXXX-XXXXXX XX 00000 PUD 20360901
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XXXXX XXXX XX 00000 Single Family 20360801
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XXXXXXXXXXXX XX 00000 Single Family 20360801
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ST XXXXXX XX 00000 PUD 20360901
XXXXXXXXX XX 00000 Single Family 20360801
XXXXX XX 00000 PUD 20360901
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PORT XXXXX XXXXX XX 00000 Single Family 20360901
XXXX XXXXX XX 00000 PUD 20360801
XXXXXX XX 00000 PUD 20360901
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POWDER XXXXXXX XX 00000 PUD 20360901
XXXXXXX XXXXX XX 00000 PUD 20360901
XXXXXX XXXXX XX 00000 PUD 20360901
XXXXXXXXX XXXX XX 00000 Single Family 20360801
XXXXXXXXX XX 00000 Single Family 20360901
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XXX XXXXXX XXXXX XX 00000 Condominium 20360801
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XXXXX XX 00000 PUD 20360801
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XXXXXXXXX XX 00000 Single Family 20360901
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XXXXXXXXXXXX XX 00000 PUD 20360801
XXXXXXX XX 00000 Condominium 20360901
XXXXXXX XX 00000 Condominium 20360901
XXXXXXXX XX 00000 Condominium 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXXXXXXX XX 00000 Single Family 00000000
XXXXX XXXX XXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360901
XXXXX XXXXX XX 00000 PUD 20360901
XXXXX XXXXXXX XX 00000 PUD 20360901
ROYAL XXXX XXXXX XX 00000 PUD 20360901
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XXXX XXXXXX XX 00000 Condominium 20360901
#136 XXXXXXX XX 00000 Condominium 20360901
XXXXXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360801
#425 XXXXXXX XX 00000 Condominium 20360801
XXXXXXX XX 00000 Single Family 20360801
XXXXXX XX 00000 Single Family 20460901
XXXXX XXXXXXX XX 00000 PUD 20360801
XXXXXXXXXXXX XX 00000 PUD 20360801
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XXXXX XXXXXXX XX 00000 Single Family 20360901
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XXXXX XXXXXXXX XX 00000 PUD 20360801
XXXXXX XXXXX XX 00000 PUD 20460801
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XXXXXXXXXX XX 00000 PUD 20360901
XXXXX XXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 PUD 20360601
XXXXXXX XX 00000 PUD 20360701
XXXX XXXXXX XX 00000 Single Family 20360601
XXXXXXX XXXX XX 00000 Single Family 20360501
XXXXXXXX XX 00000 Single Family 20360601
XXXXXXXXX XX 00000 PUD 20360901
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XXX XXXXXXXX XX 00000 Condominium 20360901
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XXXXXXXXXXXX XX 00000 Single Family 20460601
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AVENTURA #2410 FL 33180 Condominium 20360701
XXXXXXXXX XX 00000 Single Family 20460701
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POWDER XXXXXXX XX 00000 PUD 20360701
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XX. XXXXXXXXX XX 00000 PUD 20360701
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ST AUGUSTINE FL 32902 PUD 20360901
XXXXXXXXX XX 00000 PUD 20360901
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WINTER XXXXX XX 00000 PUD 20360901
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#3310 XXXXX XX 00000 Condominium 20360901
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#212 XXXXXX XXXXX XX 00000 Condominium 20360901
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XXXXX XXXXXXXXX XX 00000 PUD 20360901
ST AUGUSTINE FL 32092 PUD 20360901
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XXXXXXXXXX XX 00000 PUD 20360901
#907 XXXXXXXXX XX 00000 Condominium 20360901
XXXXXXXXXX XX 00000 Single Family 20360901
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JUPITER FL 33458 Condominium 20360901
XXXXXXXXX XX 00000 PUD 20360901
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XXXXXXXXXXX XX 00000 Single Family 20360901
BALL XXXXXX XX 00000 Single Family 20360901
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REX GA 30273 Single Family 20360901
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FT XXXXXXXXXX XX 00000 Single Family 20360901
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XXXXXXXXXXX XX 00000 Single Family 20460601
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XXXXX XXXXXXX XX 00000 Condominium 20360101
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XXXXXXXXXX XX 00000 Single Family 20361001
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Xxxxxxxxx XX 00000 PUD 20360801
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Safety Harbor FL 34695 PUD 20361001
Xxxxxxxxx XX 00000 Single Family 20360901
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Interlaken NJ 7712 Single Family 20361001
Xx Xxxx XX 00000 Single Family 20360901
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Xxxxxxx XX 00000 Single Family 20360901
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Xxxxxxxxxxxxxx XX 00000 PUD 20360801
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XXXXXXX XX 00000 PUD 20360701
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XXXXXXXXXX XX 00000 Single Family 20360801
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Xxxxxxx XX 00000 PUD 20360901
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XXXXXX XX 00000 Single Family 20360701
XXXXXXXX XX 0000 Single Family 20360801
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XXXXX XXXX XX 00000 Single Family 20360701
XXXXX XX 00000 Single Family 20360701
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XXXXXXXX XX 00000 PUD 20360801
XXXXXX XXXX XX 0000 Condominium 20460701
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XXXXXX XXXXXXXXX XX 00000 Single Family 20360801
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XXX XXXXX XX 00000 PUD 20360801
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XXXXXXX XX 00000 Condominium 20360801
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XXXXXXXXX XX 00000 PUD 20360801
XXXXX XXXXXXX XX 00000 Condominium 20360801
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XXX XXXXX XX 00000 PUD 20361001
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XXXXXXXX XX 00000 Single Family 20361001
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XXXXX XXX XXXXX XX 00000 PUD 20361001
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XXXXXX XX 00000 Single Family 20361001
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XXXXXX XX 00000 Single Family 20360901
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XXXXX XXXXX XXXX XX 00000 Single Family 20361001
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XXX XXXXX XX 00000 Single Family 20361001
XXXXXXX XX 00000 PUD 20360401
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XXXXXXXX XX 00000 Single Family 20361001
XXX XXXXXXXXX XX 00000 Condominium 20460701
XXXXX XX 00000 Single Family 20361001
XXXXX XXXXXXXXX XXXX XX 00000 Single Family 20361001
XXXXXXXXXXXX XX 00000 PUD 20360801
XXXXX XXXX XX 00000 Single Family 20361101
XXXXXXXXXX XX 00000 Single Family 20460701
XXXXX XXX XX 00000 Single Family 20361001
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XXXXX XXXXX XX 00000 Condominium 20360901
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XXX XXXX XX 00000 Single Family 20360801
XXXXXXX XXXXX XX 00000 Single Family 20361001
XXXXXXXX XX 00000 Single Family 20360801
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XXXXXX XX 00000 PUD 20360801
XXX XXXXX XX 00000 Condominium 00000000
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XXXXXX XX 00000 PUD 20361001
XXXXXXXX XX 00000 Single Family 20361101
XXXXXXX XX 00000 PUD 20361101
XXXXXXXXX XX 00000 Single Family 20360901
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XXXXXXX XX 00000 PUD 20360801
XXXXXXXX XX 00000 Single Family 20361001
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XXXXX XX 00000 PUD 20460701
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XXXXXXXXXX XX 00000 Single Family 20361001
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XXX XXXX XX 00000 Single Family 20361001
XXXXXX XX 00000 PUD 20361001
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XXXXXXXXX XX 00000 Single Family 20360901
XXXXXX XXXX XX 00000 PUD 20361001
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XXXXXXXX XX 00000 Single Family 20361001
XXXXXXX XX 00000 Single Family 20360901
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XXXXX XXXXXX XX 00000 Single Family 20360801
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XXXXXX XX 00000 Single Family 20361001
XXXXXXXXX XX 00000 PUD 20360901
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XXXXXXXXXX XXXXX XX 00000 Single Family 20361101
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XXXXX XXXXX XX 00000 PUD 20361001
XXXXX XXXX XX 00000 Single Family 20360901
XXXXX XX 00000 PUD 20361001
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XXXXX XX 00000 PUD 20361101
XXXXXX XX 00000 PUD 20361001
XXXXXXXX XX 00000 Single Family 20361001
XXXX XX 00000 Single Family 20361001
XXXXX XX 00000 Single Family 20361001
NUEVO CA 92567 Single Family 20361101
XXXXXX XX 00000 Single Family 20360901
XXXXXX XXXXX XXXXXX XX 00000 Single Family 20361001
XXXXXXXX XX 0000 Single Family 20360901
XXXXXX XX 00000 Single Family 20361001
XXXXXXX XX 00000 PUD 20360901
XXXXXX XXXXX XX 00000 Single Family 20361001
XXXXXXXX XX 00000 Single Family 20360901
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XXXXXXXXX XX 00000 PUD 20360901
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XXX XXXXXXX XX 00000 2-4 Family 20361001
XXX XXXXXXX XX 00000 Condominium 20361001
XXXXXXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 PUD 20361001
XXXXXXX XXXXX XX 00000 Single Family 20361001
XXXXX XXXXXXX XX 00000 Single Family 20361001
XXX XXXX XXXX XX 00000 Single Family 20360901
XXXX XXXXXXXXXX XX 00000 Single Family 20360901
XXXXXXXX XX 00000 Single Family 20361001
XXXXXXXXX XX 00000 PUD 20361001
XXXXXXX XXXXX XX 00000 Condominium 20361001
XXXXXX XXXXX XX 00000 Single Family 20360901
XXXXXX XXXXXXXXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360901
XXXXXX XXXXXX XX 00000 Single Family 20361101
XXXXXX XX 00000 PUD 20361001
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XXXXXXX XX 0000 Single Family 20361001
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XXXXXXXXX XXXXX XX 00000 PUD 20361101
XXX XXXXX XX 00000 Single Family 00000000
XXXXXXX XX 00000 Single Family 20361001
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XXXXXXXX XX 00000 PUD 20361001
XXXXXXXX XX 00000 PUD 20361001
XXXXXXXXXX XX 00000 PUD 20361001
XXXXX XXXX XX 00000 Single Family 20361101
XXXXXXXX XX 00000 PUD 20360901
INDIAN XXXXX XX 00000 PUD 20361001
XXXXXXXXX XX 00000 Single Family 20361001
XXXXXXXXX XX 00000 Single Family 20361001
XXXXXXXXXX XX 00000 PUD 20361001
XXXXXXX XX 00000 Single Family 20361001
XXXXXXXX XX 00000 2-4 Family 20360901
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XXXXX XXXXXX XX 00000 Condominium 20361001
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XXXXX XXXXX XX 00000 PUD 20360901
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XXX XXXXXXXXX XX 00000 Condominium 20361101
XXXXXXXXX XX 00000 Single Family 20361001
XXX XXXXX XX 00000 Condominium 20360901
MARINA XXX XXX XX 00000 Condominium 20361101
DENVILLE NJ 7834 PUD 20360901
XXXXXXXX XX 00000 Single Family 20361001
XXXXXXX XX 00000 PUD 20361001
XXXXX XXXX XX 00000 Single Family 20361101
XXXXX XXXXXXX XX 00000 Single Family 20361101
XXXXXXX XX 00000 2-4 Family 20361001
XXXXXXXX XX 00000 Single Family 20361101
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XXXXX XXXXX XXXXX XX 00000 Condominium 20361001
XXXXXXXXXX XX 00000 Single Family 20360901
XXXXXXXX XXXX XX 00000 2-4 Family 20361101
XXXXXXXX XX 00000 XXX 00000000
XXX XXXXXXX(XXXXXX XXXX) CA 91342 Single Family 20361001
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XXXXXXXXXX XX 00000 PUD 20360801
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LA CANADA XXXXXXXXXX XX 00000 Single Family 20360901
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XXXXX XX 00000 PUD 20361001
HILTON XXXX XXXXXX XX 00000 Single Family 20361001
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WESTPORT CT 6880 Single Family 20361001
XXXXXXXX XX 00000 PUD 20361001
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XXXX XXXXXXXXXX XX 00000 Single Family 20361001
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HOBOKEN NJ 7030 Condominium 20361001
XXXXXX XX 00000 PUD 20361001
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XXXXXXX XX 00000 Single Family 20361001
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KOLOA HI 96756 Condominium 20361001
XXXXXX XX 00000 Single Family 20361001
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XXXXXXXXX XX 00000 Single Family 20360801
XXXXXXXXX XX 00000 PUD 20361001
XXX XXXXXXX XX 00000 Condominium 20361001
XXXXX XXXXX XX 00000 Single Family 20360801
XXXXXXXXX XX 00000 PUD 20361001
XXXXX XXX XX 00000 Single Family 20360801
XXXXXXXX XX 00000 Single Family 20361001
XXXXXX XX 00000 Single Family 20360901
XXX XXXX XX 00000 Single Family 20361001
XXXXX XXXXX XXXXX XX 00000 Condominium 20361001
XXXX XX 00000 PUD 20361001
XXXXXXXXXX XXXXX XX 00000 Single Family 20361001
XXX XXXXXX XX 00000 Single Family 20360901
XXXXXXXX XXXX XX 00000 Single Family 20360901
XXXXXXXX XX 0000 Single Family 20361001
XXX XXXXXXX XX 00000 Single Family 20361001
XXXXXXXXXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 Single Family 20361001
XXXXXX XX 00000 Single Family 20361001
XXXXXX XX 00000 Single Family 20361001
XXXXXXXXXXXX XX 00000 Single Family 20360901
XXXXX XXX XX 00000 Single Family 20361001
XXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 Single Family 20361001
XXXX XXXXXX XX 00000 PUD 20360901
XXXXX XXXXXX XX 00000 Condominium 20360801
XXXXXXX XX 00000 PUD 20361001
CHARLESTOWN MA 2129 Condominium 20360901
XXXXXX XX 00000 Single Family 20360901
XXXXXX XXXXXXX XX 00000 Single Family 20360901
XXXXXXXXXXXX XX 00000 PUD 20361001
XXX XXXXXXXX XX 00000 PUD 20361001
XXXXX XX 00000 Single Family 20360901
XXXXX XXX XX 00000 Single Family 20360901
XXXXXXXXX XX 00000 PUD 20360901
XX XXXXX XX 00000 Single Family 20361001
XXXX XXXXXX XX 00000 Condominium 20360901
XXXXXXXXX XX 00000 PUD 20361001
XXXXX XXXX XXXXX XX 00000 Single Family 20360901
XXXX XX 00000 Single Family 20361101
XXXXX XXXX XX 00000 Single Family 20361001
XXXXXX XX 00000 Single Family 20361001
XXXX XX 00000 Single Family 20361001
LOS ANGELES XXXXXX XXXX XX 00000 Single Family 20360901
XXX XXXXXXX XX 00000 Single Family 20360901
XXXXXX XXXXXX XX 00000 PUD 20361101
XXXXXXXX XXXXX XX 00000 Single Family 20361001
XXXXXXXX XX 00000 2-4 Family 20361101
XXXXXXX XX 00000 PUD 20361001
XXXXXXXX XX 00000 Single Family 20361001
XXXXX XXXXXXX XX 00000 PUD 20360901
XXX XXXXXX XX 00000 Single Family 20361101
LOS ANGELES XXXXXXXX XXXX XX 00000 Single Family 20360901
XXX XXXXX XX 00000 Single Family 20461101
XXXXXXXXX XX 00000 Single Family 20361001
XX XXXXX XX 00000 Condominium 20360901
XXXXXXX XX 00000 Single Family 20361101
XXX XXXXXXX XX 00000 Single Family 20360901
XXXXXXXX XX 00000 Single Family 20361001
XXXXXXX XXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 Single Family 20361101
XXXXXXXX XX 00000 Single Family 20360901
XXXXXXXX XX 00000 Single Family 20361001
XXXXX XX 00000 PUD 20361101
XXXXXXX XXXXX XX 00000 PUD 20361001
XXXXXXXX XX 00000 PUD 20361001
XXXXX XXXX XX 00000 Single Family 20361001
XXXXX XXXXXXX XX 00000 Condominium 20360901
XXXXXXXXXX XX 00000 Single Family 20361001
XXXXXXXXX XX 00000 Single Family 20360901
XXXXXX XX 00000 PUD 20360901
XXXX XXXXXX XX 00000 PUD 20361001
XXXXXXX XXXXX XX 0000 Single Family 20361001
XXX XXXXXXX XX 00000 2-4 Family 20360901
XXX XXXX XX 00000 Condominium 20361101
XXXXXXXX XX 00000 Condominium 20360901
XXXXXXXXXXXX XX 00000 Single Family 20361001
XXXXXXXXXX XX 00000 Single Family 20361001
XXXXXXX XX 0000 Single Family 20360901
XXXXX XXXXXXXX XX 00000 PUD 20360901
XXXXX XXXXX XX 00000 Single Family 20361101
XXXXXXXX XX 00000 Single Family 20361001
XXXXXXX XX 00000 PUD 20360901
XXXXXX XX 00000 Single Family 20361001
XXXXXX XX 00000 PUD 20361001
XXXXXXXXXX XX 00000 Condominium 20361001
XXXXXXXXXX XX 00000 PUD 20360701
XXXXXXXXX XX 00000 PUD 20360501
XXXXXX XXXXXX XX 00000 Single Family 20360601
XXXXX XXXXX XX 00000 PUD 20361001
XXXXX XX 00000 PUD 20361001
XXXX XXXXXXXXXX XX 00000 Single Family 20361001
XXXXXX XX 00000 Single Family 20361001
XXXXX XXXXX XXXXX XX 00000 Condominium 20361001
XXXXXXXXX XX 00000 Single Family 20361001
XXXX XXXXX XX 00000 PUD 20361001
XXXXXXX XX 00000 Single Family 20360901
XXXXXXX XX 00000 PUD 20361001
XXXXX XXXXXX XX 00000 Single Family 20361001
XXX XXXXX XX 00000 Condominium 20361101
XXXXXX XX 00000 PUD 20361001
XXXXX XXXXX XX 00000 Condominium 20361101
XXXXXXXXX XX 00000 Single Family 20361001
XXXX XXXXXXXXXX XX 00000 Condominium 20361001
XXX XXXXXXX XX 00000 PUD 20361001
XXXXXX XX 00000 Single Family 20460701
XXXXXX XX 00000 Condominium 20361001
STAMFORD CT 6905 Condominium 20361001
XXXXX XX 00000 Single Family 20361001
XXXXXXXXXX XX 00000 PUD 20361101
XXXXX X XXXXX XX 00000 Single Family 20360901
Xxxxxxxx XX 00000 PUD 20360901
XXX XXXXX XX 00000 PUD 20360901
Xxx Xxxxx XX 00000 PUD 20360901
Xxxxxxx XX 00000 Single Family 20360901
XXXXXX XX 00000 PUD 20360901
XXXXXXX XX 00000 Single Family 20360801
XXXXXXXXXX XX 00000 Single Family 20360901
Xxxxxx Xxxxxx XX 00000 Single Family 20360901
Xxxxxxxxxxxx XX 00000 PUD 20360901
XXXXXXXX XXXXX XX 00000 Single Family 20360901
Xxxxxxxxx XX 00000 Single Family 20360901
XXXXX XX 00000 Condominium 20360901
XXXXX XX 00000 Condominium 20360101
XXXXXXXX XX 00000 Single Family 20360101
XXXXX XXXXXXX XX 00000 Single Family 20360101
XXXX XXXXX XX 00000 Single Family 20351201
XXXXXXXX XX 00000 2-4 Family 20360101
XXXXXXX XX 00000 Single Family 20351201
XXXXXX XX 00000 Single Family 20351101
XXXXXXXXXXX XX 00000 Condominium 20351201
ORIGINAL_BALANCE FIRST_PAY_DATE LOAN_TO_VALUE MI MERS_ID1
417000 20060901 69.51000214 No MI 1.00E+17
230784 20061001 80 No MI 1.00E+17
519920 20061001 80 No MI 1.00E+17
183600 20060901 80 No MI 1.00E+17
211920 20060701 80 No MI 1.00E+17
880000 20061001 73.33000183 No MI 1.00E+17
740000 20061001 80 No MI 1.00E+17
151200 20061001 80 No MI 1.00E+17
1000000 20061001 68.48999786 No MI 1.00E+17
458000 20061001 87.16000366 Radian Guaranty 1.00E+17
417000 20060901 66.72000122 No MI 1.00E+17
332500 20060901 70 No MI 1.00E+17
172250 20060901 65 No MI 1.00E+17
784000 20060901 80 No MI 1.00E+17
444996 20061001 90 Radian Guaranty 1.00E+17
725825 20060801 73.69000244 No MI 1.00E+17
468000 20061001 80 No MI 1.00E+17
1119975 20060901 70 No MI 1.00E+17
847500 20060901 80 No MI 1.00E+17
650000 20060901 78.79000092 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
1476000 20061001 80 No MI 1.00E+17
1500000 20061001 42.86000061 No MI 1.00E+17
298300 20060901 79.98999786 No MI 1.00E+17
435000 20060901 79.97000122 No MI 1.00E+17
649950 20060901 79.26000214 No MI 1.00E+17
291960 20060901 80 No MI 1.00E+17
494000 20060801 65 No MI 1.00E+17
600000 20060701 80 No MI 1.00E+17
432000 20060901 80 No MI
573750 20061001 75 No MI 1.00E+17
635894.82 20060901 44.61999893 No MI 1.00E+17
1111200 20061001 80 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
455050 20061001 95 PMI 1.00E+17
272000 20060501 80 No MI 1.00E+17
423187 20060501 79.84999847 No MI 1.00E+17
398400 20060601 80 No MI 1.00E+17
295000 20060601 44.70000076 No MI 1.00E+17
309000 20060601 63.70999908 No MI
380000 20060601 80 No MI 1.00E+17
184000 20060701 80 No MI
800000 20060901 80 No MI 1.00E+17
600000 20060901 50 No MI 1.00E+17
445000 20060701 64.02999878 No MI
262400 20060901 80 No MI 1.00E+17
1235000 20060401 65 No MI
716800 20060901 80 No MI 1.00E+17
720000 20060901 80 No MI 1.00E+17
600000 20060301 56.59999847 No MI 1.00E+17
499990 20060501 72.98999786 No MI 1.00E+17
487500 20050801 75 No MI 1.00E+17
470500 20051001 79.75 No MI 1.00E+17
478400 20051101 80 No MI 1.00E+17
300000 20060901 33.33000183 No MI 1.00E+17
600000 20051201 71.43000031 No MI 1.00E+17
200000 20060201 57.97000122 No MI
700000 20040701 58.33000183 No MI 1.00E+17
850000 20060801 29.30999947 No MI 1.00E+17
412000 20050401 57.22000122 No MI 1.00E+17
400000 20050901 80 No MI 1.00E+17
492000 20050501 80 No MI
234000 20050601 65 No MI 1.00E+17
500000 20050601 71.94000244 No MI 1.00E+17
395000 20050901 79.80000305 No MI 1.00E+17
638100 20060901 90 United Guaranty 1.00E+17
510500 20060901 65.87000275 No MI 1.00E+17
586519 20061001 90 PMI 1.00E+17
480000 20061101 80 No MI 1.00E+17
245000 20061001 76.55999756 No MI 1.00E+17
1540000 20060901 70 No MI 1.00E+17
551000 20061101 55.70999908 No MI 1.00E+17
548000 20060701 80 No MI 1.00E+17
350200 20061001 79.58999634 No MI 1.00E+17
131920 20061001 80 No MI 1.00E+17
840000 20061001 70 No MI 1.00E+17
628000 20061001 80 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
432000 20061001 80 No MI 1.00E+17
89813 20061001 75 No MI 1.00E+17
97500 20061001 75 No MI 1.00E+17
943200 20061001 80 No MI 1.00E+17
420128 20060901 80 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
512000 20060901 80 No MI 1.00E+17
1000000 20061001 80 No MI 1.00E+17
630500 20061001 65 No MI 1.00E+17
762400 20061001 80 No MI 1.00E+17
202120 20061001 80 No MI 1.00E+17
825000 20061001 75 No MI 1.00E+17
507992 20061001 80 No MI 1.00E+17
720000 20061001 65.44999695 No MI 1.00E+17
573750 20060901 75 No MI 1.00E+17
506460 20061001 80 No MI 1.00E+17
1500000 20061001 72.81999969 No MI 1.00E+17
127200 20061001 80 No MI 1.00E+17
588000 20061001 80 No MI 1.00E+17
528000 20061001 80 No MI 1.00E+17
120000 20061001 80 No MI 1.00E+17
441600 20061101 80 No MI 1.00E+17
546000 20061001 65 No MI 1.00E+17
63750 20061001 75 No MI 1.00E+17
565604 20061001 80 No MI 1.00E+17
464000 20061001 80 No MI 1.00E+17
142500 20060701 75 No MI 1.00E+17
73500 20060801 70 No MI 1.00E+17
436000 20061001 80 No MI 1.00E+17
122250 20060901 75 No MI 1.00E+17
3870000 20061001 60 No MI 1.00E+17
60200 20060901 70 No MI 1.00E+17
680000 20060901 80 No MI 1.00E+17
489600 20061001 80 No MI 1.00E+17
453348 20061001 80 No MI 1.00E+17
640000 20061001 80 No MI 1.00E+17
1000000 20061001 74.91000366 No MI 1.00E+17
736000 20061001 80 No MI 1.00E+17
531850 20061001 80 No MI 1.00E+17
600450 20061001 80 No MI 1.00E+17
151920 20061001 80 No MI 1.00E+17
536000 20061001 80 No MI 1.00E+17
802000 20061001 80 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
140000 20061001 80 No MI 1.00E+17
650000 20061001 74.70999908 No MI 1.00E+17
212000 20061001 80 No MI 1.00E+17
417000 20060901 69.5 No MI 1.00E+17
64000 20061001 80 No MI 1.00E+17
559250 20061001 79.98999786 No MI 1.00E+17
284000 20061001 80 No MI 1.00E+17
209500 20060901 62.54000092 No MI 1.00E+17
134400 20060801 70 No MI 1.00E+17
325000 20061001 66.33000183 No MI 1.00E+17
600000 20061001 50 No MI 1.00E+17
542750 20061001 65 No MI 1.00E+17
456000 20061001 77.29000092 No MI 1.00E+17
140032 20061001 80 No MI
443138 20061001 80 No MI 1.00E+17
57950 20060501 95 GE Capital MI 1.00E+17
245004 20061001 80 No MI 1.00E+17
70000 20061001 42.41999817 No MI 1.00E+17
314100 20060601 90 Republic MIC 1.00E+17
220914 20060801 80 No MI 1.00E+17
317000 20061001 61.54999924 No MI 1.00E+17
344000 20060901 80 No MI 1.00E+17
255000 20060801 55.43000031 No MI 1.00E+17
44800 20060901 80 No MI 1.00E+17
200800 20060801 51.22000122 No MI 1.00E+17
120000 20060901 77.41999817 No MI 1.00E+17
112100 20060801 59.31000137 No MI 1.00E+17
130000 20060801 15.76000023 No MI 1.00E+17
415000 20060901 61.29999924 No MI 1.00E+17
325000 20060801 50 No MI 1.00E+17
134500 20060901 76.41999817 No MI 1.00E+17
91000 20061001 41.74000168 No MI 1.00E+17
186000 20060801 80 No MI 1.00E+17
70200 20060801 90 PMI 1.00E+17
191900 20060901 79.98999786 No MI 1.00E+17
225600 20060901 80 No MI 1.00E+17
328800 20061001 80 No MI
328800 20061001 80 No MI 1.00E+17
104000 20060801 78.79000092 No MI
648000 20060901 80 No MI 1.00E+17
224800 20060901 80 No MI 1.00E+17
187120 20060801 80 No MI 1.00E+17
324000 20060801 80 No MI 1.00E+17
115500 20060801 75 No MI 1.00E+17
126900 20060901 74.69000244 No MI 1.00E+17
60000 20060901 12.06999969 No MI 1.00E+17
230703 20060701 80 No MI 1.00E+17
248000 20060901 80 No MI 1.00E+17
362400 20060301 80 No MI 1.00E+17
111920 20060701 76.13999939 No MI 1.00E+17
136000 20060701 80 No MI 1.00E+17
40410 20060601 90 Mortgage Guaranty In 1.00E+17
227600 20060601 79.97000122 No MI 1.00E+17
315000 20060801 68.48000336 No MI 1.00E+17
255000 20060901 56.66999817 No MI 1.00E+17
263625 20060501 75 No MI 1.00E+17
231200 20060801 80 No MI 1.00E+17
492000 20060801 80 No MI 1.00E+17
185400 20060801 80 No MI 1.00E+17
182600 20060901 45.09000015 No MI 1.00E+17
209600 20061001 80 No MI
118125 20061001 75 No MI 1.00E+17
73500 20061001 70 No MI 1.00E+17
78750 20060801 75 No MI 1.00E+17
1076250 20061001 75 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
151920 20060801 80 No MI 1.00E+17
63000 20060801 75 No MI 1.00E+17
610080 20060901 80 No MI 1.00E+17
69300 20060801 70 No MI 1.00E+17
272000 20060801 80 No MI 1.00E+17
159920 20060901 80 No MI 1.00E+17
196000 20060801 70 No MI 1.00E+17
142800 20060701 80 No MI 1.00E+17
800000 20060901 80 No MI 1.00E+17
496000 20061001 64 No MI 1.00E+17
137890 20050901 79.70999908 No MI 1.00E+17
285000 20051001 75 No MI 1.00E+17
168500 20050901 74.88999939 No MI 1.00E+17
156000 20050901 80 No MI 1.00E+17
190000 20050901 50 No MI 1.00E+17
238700 20060901 68.79000092 No MI 1.00E+17
335920 20060201 80 No MI 1.00E+17
341468 20060301 80 No MI 1.00E+17
245650 20060401 89.98000336 GE Capital MI 1.00E+17
174400 20051201 80 No MI 1.00E+17
472500 20060601 75 No MI 1.00E+17
360000 20060601 75 No MI 1.00E+17
184875 20060601 75 No MI 1.00E+17
400000 20061001 77.33000183 No MI 1.00E+17
250000 20060801 55.56000137 No MI 1.00E+17
75000 20060801 23.36000061 No MI 1.00E+17
332000 20060801 80 No MI 1.23E+17
199900 20060801 79.98999786 No MI 1.00E+17
412000 20061001 80 No MI 1.00E+17
139500 20060901 69.75 No MI 1.23E+17
840000 20060401 70 No MI
236000 20060901 80 No MI 1.00E+17
463850 20060901 79.98999786 No MI 1.00E+17
844150 20061001 80 No MI 1.00E+17
525300 20061001 80 No MI 1.00E+17
194400 20060901 80 No MI 1.00E+17
241700 20060801 79.98999786 No MI 1.00E+17
102800 20060801 80 No MI 1.00E+17
213048 20060901 80 No MI 1.00E+17
62300 20060601 70 No MI 1.00E+17
128800 20060701 80 No MI 1.00E+17
160800 20060801 80 No MI 1.00E+17
126000 20060801 70 No MI 1.00E+17
350000 20060901 70 No MI 1.00E+17
140000 20060801 70 No MI 1.00E+17
209300 20060801 70 No MI 1.00E+17
122500 20060801 70 No MI 1.00E+17
424000 20060601 80 No MI 1.00E+17
368000 20060801 76.66999817 No MI 1.00E+17
172995 20060801 57 No MI
217000 20060801 78.62000275 No MI 1.00E+17
60800 20060601 80 No MI 1.00E+17
84000 20060601 70 No MI 1.00E+17
101520 20060801 80 No MI 1.00E+17
113600 20060701 80 No MI 1.00E+17
292000 20060801 80 No MI 1.00E+17
232000 20060701 80 No MI 1.00E+17
136500 20060801 70 No MI 1.00E+17
136800 20060801 80 No MI 1.00E+17
148400 20060801 70 No MI 1.00E+17
48000 20060901 80 No MI
160000 20060901 69.56999969 No MI 1.00E+17
404000 20060801 80 No MI
136500 20060801 70 No MI 1.00E+17
119000 20060801 70 No MI 1.00E+17
215350 20060901 94.98999786 Mortgage Guaranty In 1.00E+17
223400 20061001 99.98999786 Mortgage Xxxxxxxx Xx
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
136800 20061001 80 No MI
83200 20061001 80 No MI
209300 20061001 99.90000153 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
000000 20061001 75 No MI
420000 20061001 80 No MI
155100 20061001 79.98999786 No MI
167750 20061001 80 No MI
252000 20061001 90 Republic MIC
315000 20061001 100 GE Xxxxxxx XX
000000 20061001 56.79000092 No MI
513000 20061001 64.12000275 No MI
203300 20061001 94.93000031 GE Xxxxxxx XX
000000 20061001 80 No MI
231200 20061001 80 No MI
165650 20061001 74.98999786 No MI
103900 20061001 79.98000336 No MI
173650 20061001 80 No MI
104350 20061001 80 No MI
172000 20061001 80 No MI
214400 20061001 80 No MI
521700 20061001 52.16999817 No MI
133200 20061001 80 No MI
94500 20061001 70 No MI
456300 20061001 90 GE Xxxxxxx XX
000000 20061001 74 No MI
111900 20061001 79.98999786 No MI
146450 20061001 73.22000122 No MI
189000 20061001 100 Mortgage Guaranty In
674250 20061001 80 No MI
80000 20061001 79.91999817 No MI
136500 20061001 65 No MI
164000 20061001 80 No MI
244400 20061001 48.88000107 No MI
164000 20061001 80 No MI
152000 20061001 80 No MI
180000 20061001 80 No MI
350000 20061001 100 GE Xxxxxxx XX
000000 20060901 79.98999786 No MI 1.00E+17
727200 20061001 80 No MI 1.00E+17
1254000 20060801 69.66999817 No MI 1.00E+17
449350 20061001 79.98999786 No MI
88500 20060901 75 No MI
486000 20060901 80 No MI 1.00E+17
328524 20061001 80 No MI 1.00E+17
599200 20061001 80 No MI 1.00E+17
464253 20061001 80 No MI 1.00E+17
117200 20061001 80 No MI 1.00E+17
124600 20061001 70 No MI 1.00E+17
236250 20061001 79.98000336 No MI 1.00E+17
1050000 20061001 75 No MI 1.00E+17
584000 20061001 80 No MI 1.00E+17
420000 20061001 80 No MI 1.00E+17
156392 20061001 80 No MI 1.00E+17
346200 20061001 79.98999786 No MI 1.00E+17
415000 20061001 53.81000137 No MI 1.00E+17
463200 20061001 80 No MI 1.00E+17
232100 20060901 80 No MI 1.00E+17
90000 20061001 29.51000023 No MI 1.00E+17
196000 20061001 80 No MI 1.00E+17
68000 20061001 80 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
459450 20061001 79.98999786 No MI 1.00E+17
290000 20061001 80 No MI 1.00E+17
455700 20061001 70 No MI 1.00E+17
459883 20061001 80 No MI 1.00E+17
682500 20061001 65 No MI 1.00E+17
138000 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
152000 20061001 80 No MI 1.00E+17
500800 20061001 80 No MI 1.00E+17
140720 20061001 80 No MI 1.00E+17
748500 20061001 75 No MI 1.00E+17
420000 20061001 79.25 No MI 1.00E+17
464000 20061001 80 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
585000 20061001 65 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
650000 20061001 78.12999725 No MI 1.00E+17
528000 20061001 80 No MI 1.00E+17
288000 20061001 80 No MI 1.00E+17
247484 20061001 80 No MI 1.00E+17
159450 20060901 70 No MI 1.00E+17
425750 20061001 65 No MI 1.00E+17
592000 20061001 80 No MI 1.00E+17
88800 20061001 80 No MI 1.00E+17
544000 20061001 80 No MI 1.00E+17
162000 20061001 80 No MI 1.00E+17
115840 20061001 80 No MI
596800 20061001 80 No MI 1.00E+17
860790 20061001 75 No MI 1.00E+17
479200 20061001 80 No MI 1.00E+17
1200000 20061001 64.86000061 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
496000 20061001 80 No MI 1.00E+17
75750 20061001 69.98000336 No MI 1.00E+17
90200 20061001 70 GE Xxxxxxx XX
000000 20060901 80 No MI 1.00E+17
456000 20060901 80 No MI 1.00E+17
600000 20061001 63.15999985 No MI 1.00E+17
459920 20061001 80 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
208000 20060901 80 No MI 1.00E+17
377900 20060901 69.98999786 No MI 1.00E+17
440000 20061001 78.56999969 No MI 1.00E+17
164000 20061001 80 No MI 1.00E+17
1050000 20061001 75 No MI 1.00E+17
344080 20061001 80 No MI
120000 20061001 80 No MI 1.00E+17
325500 20061001 61.65000153 No MI 1.00E+17
1106250 20061001 72.58999634 No MI 1.00E+17
1000000 20061001 74.06999969 No MI 1.00E+17
105550 20061001 79.98000336 No MI 1.00E+17
880000 20061001 80 No MI 1.00E+17
92000 20060801 80 No MI 1.00E+17
130400 20060801 80 No MI 1.00E+17
575200 20061001 80 No MI 1.00E+17
213000 20061001 67.19000244 No MI 1.00E+17
151200 20061001 80 No MI 1.00E+17
116000 20061001 80 No MI 1.00E+17
688500 20061001 75 No MI 1.00E+17
104000 20061001 80 No MI 1.00E+17
940000 20061001 80 No MI 1.00E+17
148700 20060701 79.94999695 No MI 1.00E+17
1400000 20061001 70 No MI 1.00E+17
1260000 20061001 70 No MI 1.00E+17
550500 20060901 75 No MI 1.00E+17
155000 20061001 42.88000107 No MI
693600 20060901 80 No MI 1.00E+17
527750 20060901 80 No MI 1.00E+17
972250 20061001 80 No MI 1.00E+17
526948 20060901 80 No MI 1.00E+17
263600 20060901 79.98000336 No MI 1.00E+17
603650 20060901 80 No MI 1.00E+17
637400 20060901 80 No MI 1.00E+17
862500 20060901 75 No MI 1.00E+17
637500 20060901 75 No MI 1.00E+17
290500 20060901 70 No MI 1.00E+17
528500 20061001 70 No MI 1.00E+17
1000000 20061001 67.80000305 No MI 1.00E+17
182000 20060201 70 No MI
439200 20061101 80 No MI 1.00E+17
479500 20060801 70 No MI
220000 20061001 48.88999939 No MI 1.00E+17
195000 20061001 80 No MI 1.00E+17
351920 20061001 80 No MI 1.00E+17
61100 20060901 77.33999634 No MI 1.00E+17
68000 20060901 80 No MI 1.00E+17
514028 20060901 80 No MI 1.00E+17
528500 20060901 70 No MI 1.00E+17
570376 20060901 80 No MI 1.00E+17
512000 20060901 80 No MI 1.00E+17
181850 20060801 79.98999786 No MI 1.00E+17
265000 20061001 62.34999847 No MI 1.00E+17
444550 20060901 80 No MI 1.00E+17
799200 20060901 80 No MI 1.00E+17
1995000 20061001 70 No MI 1.00E+17
1012500 20061001 75 No MI 1.00E+17
650000 20060901 89.04000092 PMI 1.00E+17
89700 20060901 65 No MI 1.00E+17
731250 20061001 75 No MI 1.00E+17
140000 20060801 80 No MI 1.00E+17
277511 20061001 80 No MI 1.00E+17
456000 20060901 80 No MI 1.00E+17
288000 20061001 80 No MI 1.00E+17
159200 20061001 80 No MI
77000 20061001 70 No MI 1.00E+17
975000 20061001 75 No MI 1.00E+17
699700 20060901 80 No MI 1.00E+17
104000 20060901 80 No MI 1.00E+17
177600 20060801 80 No MI 1.00E+17
449888 20060901 80 No MI 1.00E+17
584000 20061001 80 No MI 1.00E+17
479200 20060901 80 No MI 1.00E+17
100750 20060901 65 No MI 1.00E+17
517909 20060901 80 No MI 1.00E+17
1087500 20061001 75 No MI 1.00E+17
434484 20061001 80 No MI 1.00E+17
720000 20060901 80 No MI 1.00E+17
675000 20061001 75 No MI 1.00E+17
1000000 20061001 69.19999695 No MI 1.00E+17
189200 20060901 80 No MI 1.00E+17
960000 20061001 80 No MI 1.00E+17
69750 20060901 75 No MI
198800 20061001 79.97000122 No MI 1.00E+17
124000 20060901 80 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
699320 20060901 80 No MI
1170000 20060901 65 No MI
320000 20060901 80 No MI 1.00E+17
68250 20060901 65 No MI 1.00E+17
680000 20060901 80 No MI 1.00E+17
75920 20060901 80 GE Capital MI 1.00E+17
62400 20060801 80 No MI 1.00E+17
77625 20060801 75 No MI 1.00E+17
97600 20060701 80 No MI 1.00E+17
364700 20060801 80 No MI 1.00E+17
115540 20060901 80 No MI 1.00E+17
88000 20060801 80 No MI 1.00E+17
136000 20060901 80 No MI 1.00E+17
67200 20060901 80 No MI 1.00E+17
180000 20061001 80 No MI
132000 20060801 80 No MI 1.00E+17
188800 20060801 80 No MI 1.00E+17
65600 20060801 80 No MI 1.00E+17
60000 20060801 80 No MI 1.00E+17
439480 20061001 80 No MI 1.00E+17
198496 20060701 80 No MI 1.00E+17
76500 20060801 75 No MI 1.00E+17
200000 20060901 80 No MI 1.00E+17
200000 20060901 80 No MI 1.00E+17
134400 20060801 80 No MI 1.00E+17
211992 20061001 80 No MI 1.00E+17
200000 20061001 60.61000061 No MI 1.00E+17
227000 20061001 58.95999908 No MI 1.00E+17
267200 20061101 80 No MI 1.00E+17
96800 20061001 61.27000046 No MI 1.00E+17
140000 20061001 80 No MI 1.00E+17
208460 20061001 80 No MI 1.00E+17
220800 20061001 50.29999924 No MI 1.00E+17
80412 20061101 89.34999847 United Guaranty 1.00E+17
157590 20061001 80 No MI 1.00E+17
207000 20061101 75.26999664 No MI 1.00E+17
236750 20060801 78.91999817 No MI 1.00E+17
236225 20060601 79.12999725 No MI 1.00E+17
305951.83 20060701 70.33000183 No MI 0
120847.39 20060601 27.46999931 No MI 1.00E+17
64000 20061001 80 No MI 1.00E+17
247200 20061101 80 No MI 1.00E+17
45000 20060901 60 No MI 1.00E+17
256800 20060801 80 No MI 1.00E+17
149900 20061001 45.43999863 No MI 1.00E+17
231000 20060901 70 No MI 1.00E+17
242000 20060901 50.41999817 No MI 1.00E+17
247475 20061001 95 Mortgage Guaranty In 1.00E+17
112000 20061001 80 No MI 1.00E+17
352000 20060901 80 No MI 1.00E+17
145600 20060901 74.98000336 No MI 1.00E+17
272000 20061001 80 No MI 1.00E+17
330560 20061001 80 No MI 1.00E+17
75000 20060901 60.97999954 No MI 1.00E+17
325000 20060901 46.43000031 No MI 1.00E+17
235743 20061001 50.15999985 No MI 1.00E+17
138000 20061001 50 No MI 1.00E+17
308000 20061101 80 No MI 1.00E+17
157000 20060901 78.88999939 No MI 1.00E+17
64000 20061001 32.65000153 No MI 1.00E+17
234000 20061001 88.30000305 Republic MIC 1.00E+17
264000 20061101 80 No MI 1.00E+17
202300 20061001 44.45999908 No MI 1.00E+17
179200 20061001 80 No MI 1.00E+17
282640 20061101 80 No MI 1.00E+17
199900 20061001 49.99000168 No MI 1.00E+17
114000 20061001 69.94000244 No MI 1.00E+17
180000 20061001 39.65000153 No MI 1.00E+17
273000 20061001 70 No MI 1.00E+17
365090 20061001 90 PMI 1.00E+17
314200 20061001 56.65999985 No MI 1.00E+17
228000 20061101 80 No MI 1.00E+17
65100 20061101 69.26000214 No MI 1.00E+17
276000 20060801 80 No MI 1.00E+17
108750 20060801 75 No MI 1.00E+17
151920 20060801 80 No MI 1.00E+17
96000 20060801 80 No MI 1.00E+17
371000 20060801 63.97000122 No MI 1.00E+17
81600 20060801 80 No MI 1.00E+17
268630 20060901 80 No MI 1.00E+17
50470 20061001 70 No MI 1.00E+17
124000 20060901 80 No MI 1.00E+17
143920 20060801 80 No MI 1.00E+17
126300 20060801 60.54999924 No MI 1.00E+17
88125 20060801 75 No MI
140000 20060801 80 No MI 1.00E+17
1114450 20061001 75 No MI 1.00E+17
1000000 20060801 80 No MI 1.00E+17
118150 20060801 58.84000015 No MI 1.00E+17
479920 20060901 80 No MI
73500 20060801 70 No MI 1.00E+17
120000 20060801 80 No MI 1.00E+17
134400 20060801 70 No MI 1.00E+17
532000 20060901 80 No MI 1.00E+17
180000 20061001 62.06999969 No MI 1.00E+17
275000 20060801 52.88000107 No MI 1.00E+17
1087500 20060901 75 No MI 1.00E+17
958750 20060901 65 No MI 1.00E+17
114000 20060901 80 No MI 1.00E+17
60300 20060901 88.94000244 PMI 1.00E+17
712000 20060701 80 No MI 1.00E+17
164600 20060701 74.98999786 No MI 1.00E+17
220000 20061001 80 No MI 1.00E+17
197600 20061001 80 No MI 1.00E+17
436000 20061001 80 No MI 1.00E+17
95920 20061001 80 No MI 1.00E+17
103920 20061001 80 No MI 1.00E+17
111920 20061001 80 No MI 1.00E+17
218277 20061001 80 No MI 1.00E+17
83032 20061001 80 No MI 1.00E+17
484400 20061001 80 No MI 1.00E+17
560000 20061001 80 No MI 1.00E+17
664000 20060801 80 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
133700 20061001 70 No MI 1.00E+17
570000 20061001 75 No MI 1.00E+17
112000 20061001 67.87999725 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
880000 20061001 80 No MI 1.00E+17
921600 20061001 80 No MI 1.00E+17
380000 20061001 80 No MI 1.00E+17
51300 20061001 90 United Guaranty 1.00E+17
168000 20061001 80 No MI 1.00E+17
797550 20061001 80 No MI 1.00E+17
112450 20061001 65 No MI 1.00E+17
698139 20061001 80 No MI 1.00E+17
220000 20060901 82.70999908 No MI 1.00E+17
300000 20060901 67.68000031 No MI 1.00E+17
1900000 20061001 46.34000015 No MI 1.00E+17
477900 20061001 78.68000031 No MI 1.00E+17
101250 20061001 75 No MI 1.00E+17
931120 20061001 80 No MI 1.00E+17
155300 20061001 64.73999786 No MI 1.00E+17
264000 20061001 80 No MI 1.00E+17
552000 20061001 80 No MI 1.00E+17
166600 20061001 79.55999756 No MI 1.00E+17
183920 20060901 80 No MI 1.00E+17
122400 20061001 80 No MI 1.00E+17
720000 20061001 80 No MI 1.00E+17
144000 20061001 80 No MI 1.00E+17
368800 20061001 78.47000122 No MI 1.00E+17
291992 20061001 80 No MI 1.00E+17
1000000 20061001 74.06999969 No MI 1.00E+17
217000 20061001 78.91000366 No MI 1.00E+17
431200 20061001 80 No MI 1.00E+17
431900 20061001 80 No MI 1.00E+17
962400 20061001 80 No MI 1.00E+17
520000 20060801 80 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
463750 20061001 79.98999786 No MI 1.00E+17
542400 20061001 80 No MI 1.00E+17
464000 20061001 80 No MI 1.00E+17
271900 20060901 79.98000336 No MI 1.00E+17
464000 20060901 94.83999634 GE Capital MI 1.00E+17
247900 20060901 79.98999786 No MI 1.00E+17
270000 20061001 75 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
418800 20060901 80 No MI 1.00E+17
252000 20060901 80 No MI 1.00E+17
258400 20060901 78.30000305 No MI 1.00E+17
216000 20060901 80 No MI 1.00E+17
468000 20060901 80 No MI 1.00E+17
600000 20060901 65.22000122 No MI 1.00E+17
290800 20060901 80 No MI
411000 20060901 77.55000305 No MI 1.00E+17
360000 20061001 78.76999664 No MI 1.00E+17
173300 20060901 79.98999786 No MI 1.00E+17
348000 20060901 80 No MI 1.00E+17
288000 20060901 80 No MI 1.00E+17
580000 20060901 80 No MI 1.00E+17
276000 20061001 62.72999954 No MI 1.00E+17
527200 20061001 80 No MI 1.00E+17
348750 20060901 75 No MI 1.00E+17
157500 20061001 75 No MI 1.00E+17
95150 20060801 79.95999908 No MI 1.00E+17
380000 20020701 69.08999634 No MI 1.00E+17
234400 20061001 80 No MI 1.00E+17
650000 20060901 57.13999939 No MI 1.00E+17
143200 20060901 80 No MI 1.00E+17
355000 20020601 56.34999847 No MI 1.00E+17
229000 20020701 61.06999969 No MI 1.00E+17
106300 20020901 74.98000336 No MI
237500 20020801 43.97999954 No MI 1.00E+17
312400 20060901 79.98999786 No MI 1.00E+17
245000 20060901 64.63999939 No MI 1.00E+17
225000 20060801 75 No MI 1.00E+17
256000 20060901 80 No MI 1.00E+17
300000 20060901 80 No MI 1.00E+17
184400 20060901 80 No MI 1.00E+17
670000 20060901 79.94999695 No MI 1.00E+17
368000 20060901 80 No MI 1.00E+17
126300 20060901 79.98999786 No MI 1.00E+17
440250 20060901 75 No MI 1.00E+17
412500 20060901 75 No MI 1.00E+17
127200 20060901 80 No MI 1.00E+17
276000 20060901 80 No MI 1.00E+17
959200 20060901 80 No MI 1.00E+17
164000 20060701 80 No MI
600000 20060901 80 No MI 1.00E+17
599717.3 20060801 69.73000336 No MI 1.00E+17
1243500 20060601 75 No MI 1.00E+17
283330 20060801 80 No MI 1.00E+17
625000 20060601 77.63999939 No MI 1.00E+17
460500 20060501 79.98999786 No MI 1.00E+17
400000 20060201 79.20999908 No MI 1.00E+17
514918 20060601 80 No MI 1.00E+17
646906 20060801 79.68000031 No MI 1.00E+17
354400 20061001 80 No MI 1.00E+17
840000 20060901 80 No MI 1.00E+17
640000 20060801 80 No MI 1.00E+17
137500 20060901 20.21999931 No MI 1.00E+17
231200 20060801 80 No MI 1.00E+17
261600 20060801 80 No MI 1.00E+17
525000 20060901 79.79000092 No MI 1.00E+17
166500 20060901 58.41999817 No MI 1.00E+17
153600 20060801 80 No MI 1.00E+17
400000 20061001 66.98000336 No MI 1.00E+17
637500 20061001 72.86000061 No MI 1.00E+17
466000 20060901 75.16000366 No MI 1.00E+17
191200 20060901 80 No MI 1.00E+17
312000 20060901 80 No MI
375000 20060801 78.94999695 No MI 1.00E+17
368000 20060801 80 No MI 1.00E+17
2000000 20060701 64.51999664 No MI 1.00E+17
368400 20060901 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
259600 20061001 80 No MI
183600 20060901 80 No MI 1.00E+17
425000 20061001 69.66999817 No MI 1.00E+17
224000 20060801 80 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
260000 20060801 80 No MI 1.00E+17
320000 20060901 80 No MI 1.00E+17
400000 20061001 72.45999908 No MI 1.00E+17
1000000 20060401 69.93000031 No MI 1.00E+17
720000 20060401 80 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
670000 20060901 67.01000214 No MI 1.00E+17
434000 20061001 70 No MI 1.00E+17
410000 20060801 66.23999786 No MI 1.00E+17
1500000 20060801 65.93000031 No MI 1.00E+17
886000 20061001 78.76000214 No MI 1.00E+17
1890000 20061001 70 No MI 1.00E+17
559000 20060901 68.58999634 No MI 1.00E+17
125000 20060901 44.63999939 No MI 1.00E+17
417000 20060901 77.22000122 No MI 1.00E+17
143200 20060901 80 No MI 1.00E+17
369000 20060901 90 Mortgage Guaranty In 1.00E+17
426000 20060901 75 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
304000 20060901 80 No MI 1.00E+17
540000 20060801 72 No MI 1.00E+17
564000 20061001 80 No MI 1.00E+17
430000 20061001 45.25999832 No MI 1.00E+17
184000 20061001 80 No MI
417000 20061001 72.04000092 No MI
248800 20061001 80 No MI
126320 20061001 80 No MI
205200 20061001 80 No MI
168000 20061001 80 No MI
292000 20061001 80 No MI
161200 20061001 80 No MI
112400 20061001 80 No MI
260000 20060901 80 No MI
304000 20061001 80 No MI
184000 20061001 80 No MI
185400 20061001 80 No MI
252800 20061001 80 No MI
154152 20061001 80 No MI
992000 20061001 80 No MI
288000 20061001 80 No MI
86416 20061001 80 No MI
440000 20061001 80 No MI
192000 20061001 80 No MI
200000 20061001 80 No MI
172000 20061001 80 No MI
83992 20061001 80 No MI
210000 20061001 63.63999939 No MI
181600 20061001 80 No MI
132000 20061001 80 No MI
90000 20061001 80 No MI
187200 20061001 80 No MI
312000 20061001 80 No MI
135920 20061001 80 No MI
288000 20061001 80 No MI
628000 20061001 80 No MI
147200 20061001 80 No MI
203200 20061001 80 No MI
103920 20060901 80 No MI
152944 20061001 79.16999817 No MI
208000 20061001 80 No MI
132000 20061001 80 No MI
256000 20060901 80 No MI
228742 20061001 80 No MI
344979 20060901 80 No MI
345654 20061001 80 No MI
180000 20061001 80 No MI
100000 20060901 80 No MI
108000 20061001 80 No MI
192000 20061001 80 No MI
577200 20060901 80 No MI
248000 20061001 80 No MI
264000 20061001 80 No MI
258400 20061001 80 No MI
187760 20061001 80 No MI
101600 20060901 80 No MI
286800 20060901 80 No MI
164000 20061001 80 No MI
215200 20060901 80 No MI
272000 20061001 80 No MI
148000 20060901 80 No MI
400000 20060801 80 No MI 1.00E+17
366400 20060901 80 No MI 1.00E+17
960000 20060901 42.86000061 No MI 1.00E+17
524000 20061001 69.87000275 No MI 1.00E+17
495950 20061001 80 No MI 1.00E+17
408000 20060901 80 No MI 1.00E+17
744000 20061001 80 No MI 1.00E+17
458200 20061001 79 No MI 1.00E+17
544000 20061101 80 No MI 1.00E+17
560000 20061001 74.66999817 No MI 1.00E+17
536000 20061001 78.94000244 No MI 1.00E+17
598400 20061101 80 No MI 1.00E+17
500000 20061001 80 No MI 1.00E+17
596300 20060901 79.98999786 No MI 1.00E+17
792000 20060901 80 No MI 1.23E+17
1248000 20051201 69.98999786 No MI 1.00E+17
495834.46 20060901 79.97000122 No MI 1.00E+17
670271 20060801 68.52999878 No MI 1.00E+17
228000 20061001 80 No MI 1.00E+17
124000 20061001 80 No MI 1.00E+17
609000 20061001 70 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
788000 20061001 80 No MI 1.00E+17
55760 20061001 80 No MI 1.00E+17
70785 20061001 65 No MI 1.00E+17
87685 20061001 64.73000336 No MI 1.00E+17
208512 20061001 80 No MI 1.00E+17
904000 20061001 80 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
168000 20061001 80 No MI 1.00E+17
168000 20060901 80 No MI 1.00E+17
711850 20060901 80 No MI
551900 20061001 80 No MI 1.00E+17
477000 20061001 79.76999664 No MI 1.00E+17
232314 20060901 80 No MI 1.00E+17
2000000 20061001 42.27999878 No MI 1.00E+17
510000 20061001 68 No MI 1.00E+17
687750 20060501 75 No MI 1.00E+17
316000 20061001 80 No MI 1.00E+17
268120 20061001 79.55999756 No MI 1.00E+17
262800 20061001 79.98999786 No MI 1.00E+17
194750 20060901 95 PMI 1.00E+17
109200 20060901 80 No MI 1.00E+17
183088 20060901 80 No MI 1.00E+17
155190 20060901 80 No MI 1.00E+17
157590 20060901 80 No MI 1.00E+17
114320 20060901 80 No MI 1.00E+17
176720 20060901 80 No MI 1.00E+17
87408 20060801 80 No MI 1.00E+17
993750 20061001 75 No MI 1.00E+17
640000 20061001 80 No MI 1.00E+17
244000 20061001 80 No MI 1.00E+17
435000 20060901 77.68000031 No MI 1.00E+17
1141900 20061001 70 No MI 1.00E+17
572000 20061001 80 No MI 1.00E+17
99200 20061001 80 No MI 1.00E+17
105600 20061001 80 No MI 1.00E+17
99200 20061001 80 No MI 1.00E+17
624000 20061001 80 No MI 1.00E+17
61200 20061001 80 No MI 1.00E+17
550000 20061001 17.31999969 No MI 1.00E+17
388800 20061001 79.70999908 No MI 1.00E+17
484000 20061001 80 No MI 1.00E+17
264000 20061001 77.19000244 No MI 1.00E+17
663000 20060901 79.98999786 No MI 1.00E+17
590550 20061001 80 No MI 1.00E+17
178320 20060801 79.25 No MI 1.00E+17
480000 20060901 80 No MI 1.00E+17
701850 20060901 80 No MI 1.00E+17
491200 20061001 80 No MI 1.00E+17
1470000 20061001 70 No MI 1.00E+17
390552 20060901 80 No MI 1.00E+17
1050000 20061001 75 No MI 1.00E+17
125925 20060901 75 No MI 1.00E+17
384000 20061001 80 No MI 1.00E+17
760000 20061001 80 No MI 1.00E+17
696000 20061001 80 No MI 1.00E+17
1050000 20061001 75 No MI 1.00E+17
488000 20061001 80 No MI 1.00E+17
224000 20061001 70 No MI 1.00E+17
989100 20060901 80 No MI 1.00E+17
412000 20061001 77.01000214 No MI 1.00E+17
580000 20061001 80 No MI 1.00E+17
144000 20061001 90 United Guaranty 1.00E+17
500000 20061001 62.5 No MI 1.00E+17
581796 20060901 90 PMI 1.00E+17
352000 20061001 80 No MI 1.00E+17
572600 20060901 79.98999786 No MI 1.00E+17
490000 20060901 80 No MI
560000 20060901 80 No MI 1.00E+17
453050 20060901 80 No MI 1.00E+17
545400 20060901 80 No MI 1.00E+17
720000 20061001 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
257800 20061001 73.23999786 No MI
500000 20061001 68.02999878 No MI
189900 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98000336 No MI
182400 20061001 80 No MI
177800 20061001 80 No MI
92000 20061001 80 No MI
126800 20061001 80 No MI
165350 20061001 99.98999786 GE Xxxxxxx XX
000000 20061001 80 No MI
251900 20061001 79.98999786 No MI
112200 20061001 79.97000122 No MI
552450 20061001 76.73000336 No MI
220000 20061001 80 No MI
180000 20061001 100 Mortgage Guaranty In
204000 20061001 80 No MI
182000 20061001 100 GE Xxxxxxx XX
00000 20061001 67.30999756 No MI
585000 20061001 100 GE Xxxxxxx XX
00000 20061001 79.98000336 No MI
140600 20061001 95 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
199050 20061001 79.62999725 No MI
114750 20061001 75 No MI
239000 20061001 100 GE Xxxxxxx XX
000000 20061001 89.98000336 GE Xxxxxxx XX
000000 20061001 80 No MI
216050 20061001 79.98999786 No MI
489900 20061001 100 GE Xxxxxxx XX
000000 20061001 78.40000153 No MI
82490 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
304800 20061001 80 No MI
286400 20061001 100 GE Xxxxxxx XX
000000 20061001 83.30000305 Republic MIC
750000 20060901 79.37000275 No MI
992250 20061001 79.37999725 No MI
280000 20060201 80 No MI
696750 20061001 80 No MI
88200 20060301 70 No MI
500000 20060801 80 No MI
143900 20060801 100 GE Xxxxxxx XX
000000 20060701 80 No MI
115100 20060501 78.83999634 No MI
426950 20061001 80 No MI
274050 20060601 74.08999634 No MI
317000 20060601 79.25 No MI
399300 20061001 80 No MI
302700 20060601 80 No MI
116000 20060701 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20060801 100 GE Xxxxxxx XX
000000 20061001 89.97000122 GE Xxxxxxx XX
000000 20060801 99.98999786 GE Xxxxxxx XX
000000 20060801 89.98999786 GE Xxxxxxx XX
000000 20060801 79.15000153 No MI
650000 20061001 59.90999985 No MI
186900 20060801 100 GE Xxxxxxx XX
000000 20060801 80 No MI
225000 20061001 100 GE Xxxxxxx XX
000000 20060801 78.11000061 No MI
97500 20061001 74.97000122 No MI
480000 20061001 80 No MI
196000 20060801 80 No MI
137150 20060901 100 GE Xxxxxxx XX
000000 20060901 95 GE Xxxxxxx XX
000000 20060801 90 Republic MIC
120000 20061001 80 No MI
128000 20060901 80 No MI
324000 20060801 80 No MI
187550 20060901 79.80999756 No MI
464000 20061001 80 No MI
189600 20060901 80 No MI
559200 20061001 80 No MI
304000 20060801 80 No MI
616000 20060901 80 No MI
160000 20061001 100 GE Xxxxxxx XX
00000 20060901 95 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
344000 20060901 79.26000214 No MI
362000 20060901 76.69000244 No MI
330400 20060901 80 No MI
456000 20061001 80 No MI
78000 20060901 79.58999634 No MI
360000 20061001 80 No MI
1000000 20061001 75.76000214 No MI
130000 20060901 79.26999664 No MI
173700 20060901 79.98999786 No MI
359600 20061001 80 No MI
280000 20060901 80 No MI
120000 20060901 100 Mortgage Guaranty In
196000 20060901 76.26000214 No MI
100000 20061001 80 No MI
192800 20060901 94.98000336 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
88000 20060901 100 Mortgage Guaranty In
343900 20061001 79.86000061 No MI
128480 20061001 80 No MI
112999 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
134850 20061001 74.98999786 No MI
124200 20060901 90 GE Xxxxxxx XX
00000 20061001 79.97000122 No MI
326500 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 96.66999817 GE Xxxxxxx XX
000000 20061001 80 No MI
267900 20061001 79.98999786 No MI
465200 20061001 75.02999878 No MI
165200 20061001 80 No MI
475900 20061001 80 No MI
480000 20060901 80 No MI
315500 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
168000 20061001 80 No MI
193000 20060901 79.41999817 No MI
183900 20061001 79.98999786 No MI
160000 20061001 71.75 No MI
396500 20061001 94.98999786 Mortgage Guaranty In
576000 20061001 64 No MI
136200 20061001 61.63000107 No MI
152900 20061001 61.15999985 No MI
113900 20061001 62.40999985 No MI
151700 20061001 64.69000244 No MI
119900 20061001 61.49000168 No MI
143400 20061001 61.54999924 No MI
134900 20061001 60.63000107 No MI
123900 20061001 79.98999786 No MI
87200 20061001 80 No MI
400000 20061001 80 No MI
112000 20060901 80 No MI
650000 20061001 73.04000092 No MI
263600 20060901 80 No MI
191900 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
265000 20061001 100 Mortgage Xxxxxxxx Xx
000000 20061001 100 Mortgage Guaranty In
231200 20061001 80 No MI
175000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98000336 No MI
218000 20061001 79.84999847 No MI
470000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98000336 No MI
195900 20061001 79.98999786 No MI
239900 20061001 79.98999786 No MI
784000 20061001 79.19000244 No MI
143200 20061001 99.97000122 GE Xxxxxxx XX
000000 20061001 80 No MI
168000 20061001 80 No MI
400000 20061001 51.61000061 No MI
151750 20061001 79.98000336 No MI
393950 20061001 99.98999786 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 64.98000336 No MI
360000 20061001 80 No MI
122800 20061001 97.45999908 GE Xxxxxxx XX
000000 20061001 80 No MI
172500 20061001 75 No MI
459000 20061001 90 GE Xxxxxxx XX
000000 20061001 80 No MI
122000 20061001 44.84999847 No MI
285750 20061001 94 GE Xxxxxxx XX
000000 20061001 95 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
000000 20061001 80 No MI
183900 20061001 79.98999786 No MI
227000 20061001 76.43000031 No MI
264000 20061001 80 No MI
354600 20061001 79.98999786 No MI
134950 20061001 99.95999908 GE Xxxxxxx XX
000000 20061001 80 No MI
180800 20061001 80 No MI
215200 20061001 80 No MI
336750 20061001 94.98999786 GE Xxxxxxx XX
000000 20061001 94.98999786 GE Xxxxxxx XX
000000 20061001 57.33000183 No MI
230750 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
186000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
160000 20061001 52.45999908 No MI
149050 20061001 64.98999786 No MI
256000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
00000 20061001 69.47000122 No MI
644000 20061001 80 No MI
494400 20061001 80 No MI
599000 20061001 100 GE Xxxxxxx XX
000000 20061001 70.73000336 No MI
552800 20061001 80 No MI
124550 20061001 79.97000122 No MI
116000 20061001 80 No MI
448000 20061001 80 No MI
107800 20061001 70 No MI
195900 20061001 79.98999786 No MI
189000 20061001 100 GE Xxxxxxx XX
000000 20061001 72.95999908 No MI
166400 20061001 74.94999695 No MI
155950 20061001 79.97000122 No MI
212550 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 80 No MI
215350 20061001 89.98999786 GE Xxxxxxx XX
000000 20061001 80 No MI
104650 20061001 79.94999695 No MI
93600 20061001 80 No MI
285000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
85850 20061001 39.04000092 No MI
156800 20061001 78.40000153 No MI
156000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
138600 20061001 90 GE Xxxxxxx XX
000000 20061001 99.98999786 GE Xxxxxxx XX
000000 20061001 76.44000244 No MI
243850 20061001 79.94999695 No MI
637500 20061001 75 No MI
201600 20061001 80 No MI
184950 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
463950 20061001 79.98999786 No MI
173250 20061001 99.97000122 GE Xxxxxxx XX
000000 20061001 80 No MI
337700 20061001 56.27999878 No MI
128000 20061001 75.29000092 No MI
87400 20061001 79.95999908 No MI
600000 20061001 80 No MI
257000 20061001 100 GE Xxxxxxx XX
000000 20061001 74.98000336 No MI
85200 20061001 79.95999908 No MI
332000 20061001 80 No MI
214950 20061001 58.88999939 No MI
119900 20061001 100 GE Xxxxxxx XX
000000 20061001 78.79000092 No MI
590000 20061001 68.59999847 No MI
63200 20061001 80 No MI
325000 20061001 100 GE Xxxxxxx XX
00000 20061001 79.98000336 No MI
200000 20061001 80 No MI
540550 20061001 95 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
000000 20061001 76.37999725 No MI
459600 20061001 78.55999756 No MI
186950 20061001 99.98000336 Mortgage Xxxxxxxx Xx
000000 20061001 93.05999756 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
00000 20061001 69.98000336 No MI
1000000 20061001 76.91999817 No MI
114750 20061001 78.05999756 No MI
148000 20061001 80 No MI
164400 20061001 80 No MI
187250 20061001 79.98000336 No MI
146300 20061001 95 GE Xxxxxxx XX
000000 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 37.16999817 No MI
116000 20061001 80 No MI
257000 20061001 100 GE Xxxxxxx XX
000000 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 70.08999634 No MI
140000 20061001 80 No MI
520000 20061001 80 No MI
206200 20061001 79.98999786 No MI
284900 20061001 100 Mortgage Xxxxxxxx Xx
000000 20061001 99.98999786 GE Xxxxxxx XX
000000 20061001 94.98999786 GE Xxxxxxx XX
000000 20061001 75 No MI
372800 20061001 80 No MI
175450 20061001 64.98000336 No MI
358200 20061001 80 No MI
278000 20061001 57.91999817 No MI
182000 20061001 80 No MI
392800 20061001 80 No MI
632500 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
648500 20061001 79.76999664 No MI
257600 20061001 80 No MI
292300 20061001 80 No MI
129900 20061001 100 GE Xxxxxxx XX
000000 20061001 99.98000336 Mortgage Guaranty In
276500 20061001 72.76000214 No MI
213750 20061001 75 No MI
199200 20061001 80 No MI
359000 20061001 64.11000061 No MI
101000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
280000 20061001 79.31999969 No MI
1750000 20061001 79.55000305 No MI
152000 20061001 80 No MI
140650 20061001 64.97000122 No MI
117900 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
163600 20061001 80 No MI
154000 20061001 70 No MI
148000 20061001 80 No MI
340000 20061001 80 No MI
116500 20061001 79.98999786 No MI
420000 20061001 60 No MI
163900 20061001 79.98999786 No MI
131200 20061001 80 No MI
113000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 Mortgage Guaranty In
167900 20061001 79.98999786 No MI
213000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
102550 20061001 89.95999908 Mortgage Guaranty In
208000 20061001 80 No MI
365400 20061001 78.75 No MI
204000 20061001 80 No MI
302500 20061001 100 Mortgage Xxxxxxxx Xx
000000 20061001 99.98999786 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
280000 20061001 70 No MI
600000 20061001 80 No MI
183400 20061001 70 No MI
427100 20061001 80 No MI
104000 20061001 41.59999847 No MI
93150 20061001 75 No MI
150000 20061001 37.5 No MI
132400 20061001 79.98000336 No MI
464000 20061001 80 No MI
132900 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
000000 20061001 69.12000275 No MI
264800 20061001 80 No MI
274450 20061001 99.98999786 GE Xxxxxxx XX
000000 20061001 80 No MI
420000 20061001 80 No MI
495000 20061001 75 No MI
131500 20061001 80 No MI
1263750 20061001 75 No MI
57500 20061001 73.72000122 No MI
205500 20061001 57.08000183 No MI
199950 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 80 No MI
197900 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 77.69000244 No MI
139500 20061001 90 GE Xxxxxxx XX
000000 20061001 100 Mortgage Xxxxxxxx Xx
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
253000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
75000 20061001 40.56000137 No MI
436500 20060901 75.91000366 No MI
140000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 Mortgage Guaranty In
107900 20060901 79.98999786 No MI
274000 20061001 100 GE Xxxxxxx XX
000000 20060901 80 No MI
340000 20060901 80 No MI
336550 20061001 63.97999954 No MI
224000 20060901 80 No MI
484000 20061001 80 No MI
220000 20060901 100 GE Xxxxxxx XX
000000 20061001 80 No MI
272000 20060901 80 No MI
199000 20061001 100 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
000000 20060901 80 No MI
191900 20061001 79.98999786 No MI
240000 20060901 75 No MI
285000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.12999725 No MI
180000 20061001 69.23000336 No MI
783200 20060901 79.93000031 No MI
112000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
336000 20060901 80 No MI
394250 20060901 95 GE Xxxxxxx XX
00000 20060901 79.98000336 No MI
143900 20061001 79.98999786 No MI
303200 20061001 80 No MI
254550 20060901 75.30999756 No MI
372000 20061001 40 No MI
171950 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 82 GE Xxxxxxx XX
0000000 20061001 72.45999908 No MI
223250 20060901 95 GE Xxxxxxx XX
000000 20060901 79.33000183 No MI
115000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20060901 100 GE Xxxxxxx XX
000000 20061001 80 No MI
100000 20061001 80 No MI
92950 20061001 99.95999908 GE Xxxxxxx XX
000000 20061001 100 Mortgage Guaranty In
198400 20061001 80 No MI
432000 20061001 80 No MI
1356000 20061001 67.12999725 No MI
180000 20061001 80 No MI
640000 20061001 69.19000244 No MI
320000 20061001 100 GE Xxxxxxx XX
000000 20060901 90 GE Xxxxxxx XX
00000 20061001 80 No MI
270000 20061001 100 GE Xxxxxxx XX
000000 20061001 90 GE Xxxxxxx XX
000000 20061001 69.09999847 No MI
120000 20061001 80 No MI
178500 20061001 99.98999786 GE Xxxxxxx XX
000000 20060901 80 No MI
112000 20060901 80 No MI
289950 20060901 79.22000122 No MI
153500 20061001 100 GE Xxxxxxx XX
000000 20060901 100 GE Xxxxxxx XX
000000 20060901 80 No MI
292800 20060901 80 No MI
419000 20061001 76.45999908 No MI
112000 20060901 80 No MI
910000 20061001 70 No MI
1780000 20061001 80 No MI
205200 20061001 90 GE Xxxxxxx XX
000000 20060901 80 No MI
248000 20060901 80 No MI
171150 20061001 70 No MI
300000 20060901 69.61000061 No MI
110050 20061001 79.16999817 No MI
412000 20061001 80 No MI
152000 20060901 80 No MI
151600 20060901 80 No MI
179500 20061001 99.73000336 Mortgage Guaranty In
300000 20060901 74.06999969 No MI
128700 20061001 79.98999786 No MI
499200 20061001 69.98999786 No MI
200000 20061001 80 No MI
644000 20061001 80 No MI
185300 20061001 100 Mortgage Guaranty In
163200 20060901 80 No MI
432600 20061001 100 GE Xxxxxxx XX
000000 20061001 56.52000046 No MI
650000 20061001 55.79000092 No MI
236000 20060901 80 No MI
306900 20060901 79.98999786 No MI
77250 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
176700 20061001 78.87999725 No MI
283000 20060701 73.88999939 No MI
340000 20060801 80 No MI
103450 20060701 76.06999969 No MI
116000 20060601 80 No MI
164000 20060701 80 No MI
260000 20061001 77.73999786 No MI
141750 20061001 79.97000122 No MI
140000 20060701 100 GE Xxxxxxx XX
000000 20060901 59.86000061 No MI
320000 20061001 54.52000046 No MI
164000 20061001 100 GE Xxxxxxx XX
000000 20060701 80 No MI
572000 20060701 80 No MI
166900 20061001 100 GE Xxxxxxx XX
000000 20060701 77.80999756 No MI
525600 20060801 80 No MI
210000 20060701 80 No MI
92800 20060701 80 No MI
297700 20060701 76.13999939 No MI
249300 20061001 90 Republic MIC
188000 20060801 80 No MI
230000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
224700 20061001 79.98999786 No MI
422500 20061001 80 No MI
480000 20060801 80 No MI
205000 20060801 100 GE Xxxxxxx XX
000000 20060801 79.5 No MI
103400 20060801 77.73999786 No MI
252000 20060801 78.75 No MI
305900 20060801 90 GE Xxxxxxx XX
000000 20060901 90 GE Xxxxxxx XX
000000 20061001 74.98000336 No MI
137100 20060801 48.61999893 No MI
289450 20060801 74.59999847 No MI
224400 20060801 80 No MI
160700 20060901 99.98000336 GE Xxxxxxx XX
0000000 20060801 70.48999786 No MI
252000 20060801 80 No MI
84800 20060801 80 No MI
208000 20061001 80 No MI
74150 20060901 79.30000305 No MI
238950 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
139800 20060801 73.58000183 No MI
815100 20060801 50.93999863 No MI
254250 20060801 64.98999786 No MI
170900 20060801 89.98999786 GE Xxxxxxx XX
000000 20060801 77.58000183 No MI
108000 20060801 80 No MI
85600 20060801 80 No MI
128300 20060801 99.98999786 GE Xxxxxxx XX
000000 20060801 80 No MI
190750 20060801 79.48000336 No MI
122500 20060901 70 No MI
99950 20061001 79.95999908 No MI
1170000 20060901 65 No MI
124450 20061001 79.98999786 No MI
218000 20060801 79.26999664 No MI
384000 20061001 79.75 No MI
324600 20060901 62.41999817 No MI
479200 20061001 80 No MI
150300 20060901 79.98999786 No MI
244800 20060801 80 No MI
480000 20060901 80 No MI
136800 20060901 80 No MI
491400 20061001 79.98999786 No MI
142400 20061001 80 No MI
472150 20061001 80 No MI
212000 20060901 78.23000336 No MI
244150 20060901 79.98999786 No MI
114250 20060901 89.97000122 GE Xxxxxxx XX
000000 20060801 80 No MI
1435600 20061001 73.94999695 No MI
184950 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 99.98000336 GE Xxxxxxx XX
000000 20060901 63.56000137 No MI
219400 20061001 100 GE Xxxxxxx XX
000000 20060901 62.5 No MI
140000 20060901 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20060801 80 No MI
179950 20061001 99.98000336 Mortgage Guaranty In
127200 20060901 80 No MI
216000 20060901 80 No MI
506400 20061001 80 No MI
720000 20061001 80 No MI
206300 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.87999725 No MI
145600 20061001 80 No MI
252000 20061001 80 No MI
439900 20061001 80 No MI
266800 20061001 100 GE Xxxxxxx XX
000000 20061001 65.15000153 No MI
379000 20061001 100 GE Xxxxxxx XX
000000 20061001 74.05000305 No MI
304000 20061001 80 No MI
269600 20061001 79.98999786 No MI
310000 20061001 100 Mortgage Guaranty In
125600 20061001 80 No MI
176000 20061001 80 No MI
131400 20061001 60 No MI
151100 20061001 79.98999786 No MI
261000 20061001 75 No MI
137600 20061001 80 No MI
130000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
959000 20061001 79.91999817 No MI
380000 20061001 95 GE Xxxxxxx XX
000000 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 80 No MI
420000 20061001 80 No MI
238400 20061001 90 GE Xxxxxxx XX
000000 20061001 99.98999786 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
154650 20061001 68.73000336 No MI
266000 20061001 100 GE Xxxxxxx XX
000000 20061001 95 GE Xxxxxxx XX
000000 20061001 80 No MI
320000 20061001 80 No MI
217700 20061001 90 GE Xxxxxxx XX
000000 20061001 50.84000015 No MI
165100 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 80 No MI
148000 20061001 80 No MI
270000 20061001 100 GE Xxxxxxx XX
000000 20061001 54.36999893 No MI
111200 20061001 100 Mortgage Guaranty In
463200 20061001 80 No MI
260900 20061001 90 GE Xxxxxxx XX
000000 20061001 80 No MI
507700 20061001 79.94999695 No MI
1875000 20061001 75 No MI
199950 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 63.59999847 No MI
250000 20061001 78.48999786 No MI
188500 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
328000 20061001 80 No MI
300000 20061001 100 GE Xxxxxxx XX
000000 20061001 62.11999893 No MI
253000 20061001 60.24000168 No MI
175000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98000336 No MI
225000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
00000 20061001 60.36999893 No MI
82500 20061001 56.50999832 No MI
219100 20061001 89.98999786 Mortgage Guaranty In
161600 20061001 80 No MI
170000 20061001 80 No MI
186250 20061001 61.49000168 No MI
118800 20061001 80 No MI
428000 20061001 80 No MI
978400 20061001 80 No MI
163200 20061001 80 No MI
176500 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
142400 20061001 80 No MI
440050 20061001 53.34000015 No MI
147600 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
318000 20061001 80 No MI
209150 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
144200 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
200000 20061001 80 No MI
554800 20061001 80 No MI
208000 20061001 80 No MI
242850 20061001 99.98999786 GE Xxxxxxx XX
00000 20061001 76.83000183 No MI
159000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
223200 20061001 80 No MI
182300 20061001 79.98999786 No MI
284000 20061001 100 GE Xxxxxxx XX
000000 20061001 53.65999985 No MI
168300 20061001 79.98999786 No MI
218800 20061001 80 No MI
284000 20061001 80 No MI
508500 20061001 90 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
365000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
103200 20061001 80 No MI
100000 20061001 66.70999908 No MI
112800 20061001 80 No MI
948750 20061001 75 No MI
724500 20061001 75 No MI
300000 20061001 60.79000092 No MI
172000 20060701 80 No MI
172550 20060701 99.98000336 GE Xxxxxxx XX
000000 20060701 80 No MI
129500 20060701 100 GE Xxxxxxx XX
000000 20061001 62.24000168 No MI
500000 20061001 77.36000061 No MI
449200 20061001 80 No MI
145000 20061001 100 GE Xxxxxxx XX
000000 20061001 75 No MI
138900 20061001 100 No MI
160700 20060801 99.98999786 GE Xxxxxxx XX
000000 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 79.98000336 No MI
121200 20061001 79.97000122 No MI
149200 20061001 95 GE Xxxxxxx XX
000000 20061001 79.80000305 No MI
286600 20061001 99.98999786 GE Xxxxxxx XX
000000 20060201 80 No MI
181600 20060201 80 No MI
416550 20061001 99.98999786 YES
516750 20061001 65 No MI
725000 20061001 78.55000305 No MI
220300 20060201 80 No MI
116200 20060201 79.98999786 No MI
231700 20060801 95 Mortgage Xxxxxxxx Xx
000000 20061001 59.25999832 No MI
558950 20060901 80 No MI
110400 20060501 80 No MI
396000 20060601 80 No MI
147300 20060601 75 No MI
137600 20060501 80 No MI
208000 20060601 80 No MI
89900 20060501 74.98000336 No MI
142300 20060701 79.98999786 No MI
429600 20061001 99.98999786 GE Xxxxxxx XX
000000 20060901 99.97000122 GE Xxxxxxx XX
000000 20061001 79.97000122 No MI
249900 20060601 100 GE Xxxxxxx XX
000000 20061001 99.98999786 GE Xxxxxxx XX
000000 20060701 65.05999756 No MI
128000 20060601 80 No MI
420000 20061001 80 No MI
228650 20060801 79.98999786 No MI
129150 20060601 80 No MI
520000 20060701 80 No MI
228900 20060901 71.52999878 No MI 1.00E+17
138250 20061001 79.98999786 No MI
441350 20061001 79.98999786 No MI
1435950 20060801 71.80000305 No MI
627100 20061001 90 Republic MIC
125000 20061001 71.43000031 No MI
111050 20060701 69.98999786 No MI
143900 20060901 79.98999786 No MI
161900 20061001 94.98000336 GE Xxxxxxx XX
000000 20061001 94.98999786 GE Xxxxxxx XX
000000 20061001 89.98999786 GE Xxxxxxx XX
0000000 20061001 51.27999878 No MI
514800 20061001 71.01000214 No MI
306000 20061001 79.98999786 No MI
286150 20061001 76.30999756 No MI
368300 20061001 80 No MI
801300 20060901 79.84999847 No MI
200000 20061001 56.34000015 No MI
492500 20061001 65.23000336 No MI
263000 20061001 72.18000031 No MI
86400 20061001 64.97000122 No MI
230000 20061001 100 GE Xxxxxxx XX
000000 20061001 69.04000092 No MI
120800 20061001 80 No MI
164200 20061001 99.51999664 Mortgage Xxxxxxxx Xx
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 97.16000366 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 Mortgage Guaranty In
122600 20061001 67.36000061 No MI
400000 20061001 80 No MI
496400 20060901 80 No MI
318500 20060901 70 No MI
270000 20061001 100 GE Xxxxxxx XX
000000 20061001 99.98999786 Mortgage Xxxxxxxx Xx
000000 20061001 100 GE Capital MI
1205000 20061001 66.94000244 No MI
219950 20061001 100 GE Xxxxxxx XX
000000 20061001 79.37999725 No MI
185200 20061001 79.98000336 No MI
308650 20061001 95 GE Xxxxxxx XX
000000 20061001 99.83000183 GE Xxxxxxx XX
000000 20061001 79.97000122 No MI
120800 20061001 80 No MI
100500 20061001 91.36000061 GE Xxxxxxx XX
000000 20061001 80 No MI
193700 20060901 99.98999786 GE Xxxxxxx XX
000000 20061001 80 No MI
184950 20061001 99.98000336 GE Xxxxxxx XX
0000000 20061001 80 No MI
127900 20061001 100 GE Xxxxxxx XX
000000 20061001 76.73000336 No MI
236000 20061001 80 No MI
180000 20061001 80 No MI
198850 20061001 99.98000336 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 64.08000183 No MI
171900 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
118950 20061001 99.95999908 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
127900 20060901 79.98999786 No MI
135000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
226000 20061001 80 No MI
209000 20061001 95 Mortgage Xxxxxxxx Xx
000000 20061001 68.33000183 No MI
93700 20061001 69.93000031 No MI
114400 20060901 80 No MI
300000 20061001 50 No MI
286400 20060901 80 No MI
365500 20061001 80 No MI
340000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
134000 20061001 100 Mortgage Xxxxxxxx Xx
000000 20061001 99.98999786 Mortgage Guaranty In
268950 20061001 79.98999786 No MI
183000 20061001 100 GE Xxxxxxx XX
000000 20061001 79.98999786 No MI
467500 20061001 79.56999969 No MI
271200 20061001 80 No MI
512000 20061001 70.62000275 No MI
185350 20060901 80 No MI
344000 20061001 80 No MI
245500 20061001 100 Mortgage Guaranty In
87100 20061001 65 No MI
184400 20061001 100 GE Xxxxxxx XX
00000 20061001 80 No MI
104950 20061001 64.98999786 No MI
211250 20061001 100 Mortgage Guaranty In
404800 20061001 80 No MI
171900 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20060901 80 No MI
129600 20060901 80 No MI
110400 20060901 80 No MI
75200 20060901 80 No MI
190400 20061001 80 No MI
264000 20060901 80 No MI
272000 20061001 80 No MI
123600 20061001 80 No MI
153600 20061001 80 No MI
219200 20061001 80 No MI
130400 20061001 80 No MI
236000 20060901 80 No MI
132000 20061001 80 No MI
240000 20061001 80 No MI
126320 20061001 80 No MI
164800 20061001 80 No MI
366180 20060801 79.84999847 No MI 1.00E+17
751200 20060701 80 No MI 1.00E+17
197900 20061001 79.98999786 No MI
291252 20060901 80 No MI
122400 20060901 80 No MI
192000 20061001 80 No MI
352000 20060901 80 No MI
224000 20060901 80 No MI
147200 20060901 80 No MI
309600 20060901 80 No MI
159200 20060901 80 No MI
600000 20061001 71.51000214 No MI
188000 20060901 80 No MI
84200 20060901 80 No MI
100000 20060901 80 No MI
150000 20060901 78.94999695 No MI
200000 20060901 80 No MI
247200 20060901 80 No MI
167200 20060901 80 No MI
120800 20060901 80 No MI
260000 20060901 80 No MI
101136 20060901 80 No MI
196000 20060901 80 No MI
142400 20060901 80 No MI
112000 20060901 80 No MI
207200 20061001 80 No MI
289600 20060901 80 No MI
77520 20060901 80 No MI
70250 20061001 73.94999695 No MI
123600 20060901 80 No MI
192000 20060901 80 No MI
136000 20060901 80 No MI
182400 20060901 80 No MI
236000 20060901 80 No MI
288000 20060901 80 No MI
289600 20061001 80 No MI
62400 20061001 80 No MI
232720 20061001 80 No MI
199200 20060901 80 No MI
130400 20060901 80 No MI
177100 20061001 70 No MI
199000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 Mortgage Guaranty In
484700 20060901 80 No MI
293000 20061001 100 GE Xxxxxxx XX
000000 20061001 100 GE Xxxxxxx XX
000000 20061001 80 No MI
155000 20061001 19.46999931 No MI 1.00E+17
760100 20061001 80 No MI 1.00E+17
500000 20061001 80 No MI 1.00E+17
433000 20061001 69.27999878 No MI 1.00E+17
613500 20061001 74.36000061 No MI 1.00E+17
428000 20061001 80 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
315384 20061001 80 No MI 1.00E+17
662000 20061001 80 No MI 1.00E+17
124000 20061001 80 No MI 1.00E+17
160000 20061001 74.11000061 No MI 1.00E+17
364000 20061001 80 No MI 1.00E+17
119504 20061001 80 No MI 1.00E+17
336000 20061001 80 No MI 1.00E+17
483200 20061001 80 No MI 1.00E+17
124790 20060901 80 No MI 1.00E+17
447920 20061001 80 No MI 1.00E+17
446400 20061001 80 No MI 1.00E+17
433415 20061001 85 United Guaranty 1.00E+17
570400 20061001 80 No MI 1.00E+17
455200 20061001 80 No MI 1.00E+17
650000 20061001 70.58000183 No MI 1.00E+17
443000 20061001 75.73000336 No MI 1.00E+17
457600 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
640000 20060901 80 No MI 1.00E+17
496000 20060501 78.11000061 No MI
131850 20061001 69.98000336 No MI 1.00E+17
220000 20061001 80 No MI 1.00E+17
799960 20061001 80 No MI 1.00E+17
508000 20060901 80 No MI 1.00E+17
716800 20061001 80 No MI 1.00E+17
660000 20061001 80 No MI 1.00E+17
425600 20061001 80 No MI 1.00E+17
700000 20061001 49.81999969 No MI 1.00E+17
720000 20061001 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
662000 20061001 78.80999756 No MI 1.00E+17
650000 20060901 73.02999878 No MI 1.00E+17
536000 20060901 80 No MI 1.00E+17
1032000 20061001 80 No MI 1.00E+17
536000 20061001 80 No MI 1.00E+17
432000 20061001 80 No MI 1.00E+17
570000 20061001 75 No MI 1.00E+17
633750 20061001 65 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
960000 20061001 80 No MI 1.00E+17
696500 20061001 70 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
580160 20061001 80 No MI 1.00E+17
1365000 20061001 70 No MI 1.00E+17
805000 20060901 70 No MI 1.00E+17
1200000 20061001 80 No MI 1.00E+17
785000 20061001 52.33000183 No MI 1.00E+17
1000000 20061001 78.80000305 No MI 1.00E+17
548000 20060901 78.29000092 No MI 1.00E+17
556000 20061001 80 No MI 1.00E+17
490000 20061001 58.75 No MI 1.00E+17
2698500 20061001 70 No MI 1.00E+17
478800 20061001 70 No MI 1.00E+17
426300 20061001 70 No MI 1.00E+17
427000 20061001 70 No MI 1.00E+17
420000 20061001 80 No MI 1.00E+17
480000 20060901 78.69000244 No MI 1.00E+17
476000 20061001 80 No MI 1.00E+17
1360000 20061001 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
746250 20061001 75 No MI 1.00E+17
540000 20060901 69.23000336 No MI 1.00E+17
488000 20060901 80 No MI 1.00E+17
580000 20060901 80 No MI 1.00E+17
636000 20060901 80 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
500000 20061001 80 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
559200 20061001 80 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
425000 20061001 63.90999985 No MI 1.00E+17
648500 20061001 77.19999695 No MI 1.00E+17
503920 20061001 80 No MI 1.00E+17
832000 20061001 80 No MI 1.00E+17
1120000 20061001 80 No MI 1.00E+17
810000 20061001 67.5 No MI 1.00E+17
420000 20061001 70 No MI 1.00E+17
595075 20060901 80 No MI 1.00E+17
467308 20060901 80 No MI 1.00E+17
925000 20060901 51.38999939 No MI 1.00E+17
1000000 20061001 59 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
469000 20060901 46.90000153 No MI 1.00E+17
562000 20061001 68.12000275 No MI 1.00E+17
640000 20060901 65.30999756 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
467200 20061001 73 No MI 1.00E+17
648000 20061001 80 No MI 1.00E+17
535500 20060901 79.93000031 No MI 1.00E+17
835000 20061001 66.80000305 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
605550 20060901 79.98999786 No MI 1.00E+17
839200 20061001 80 No MI 1.00E+17
1432000 20061001 80 No MI 1.00E+17
1000000 20061001 76.91999817 No MI 1.00E+17
476000 20061001 80 No MI 1.00E+17
1560000 20060901 80 No MI 1.00E+17
641600 20060901 80 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
634300 20061001 70.48000336 No MI 1.00E+17
439960 20061001 80 No MI 1.00E+17
670000 20061001 74.44000244 No MI 1.00E+17
493540 20060901 80 No MI 1.00E+17
780000 20061001 80 No MI 1.00E+17
708000 20060901 80 No MI 1.00E+17
825000 20061001 75 No MI 1.00E+17
289045 20061001 80 No MI 1.00E+17
75000 20061001 75 No MI 1.00E+17
325000 20061001 62.5 No MI 1.00E+17
431000 20061001 74.95999908 No MI 1.00E+17
764000 20061001 80 No MI 1.00E+17
616000 20061001 80 No MI 1.00E+17
572000 20061001 80 No MI 1.00E+17
2000000 20061001 67.80000305 No MI 1.00E+17
505500 20061001 52.11000061 No MI 1.00E+17
431920 20061101 80 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
920000 20061001 80 No MI 1.00E+17
608000 20061001 80 No MI 1.00E+17
1755000 20061001 65 No MI 1.00E+17
423200 20061001 80 No MI 1.00E+17
1151250 20061001 75 No MI 1.00E+17
164000 20061001 80 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
368000 20061001 80 No MI 1.00E+17
618750 20061001 75 No MI 1.00E+17
174432 20061001 80 No MI 1.00E+17
1287573 20061001 74.97000122 No MI 1.00E+17
434250 20061001 75 No MI 1.00E+17
439000 20061001 74.52999878 No MI 1.00E+17
940000 20061001 80 No MI 1.00E+17
468400 20061001 80 No MI 1.00E+17
569600 20060901 80 No MI 1.00E+17
580000 20061001 49.15000153 No MI 1.00E+17
516000 20061001 79.13999939 No MI 1.00E+17
422820 20061001 80 No MI 1.00E+17
552000 20061001 80 No MI 1.00E+17
675528 20061001 80 No MI 1.00E+17
532500 20061001 75 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
551200 20061001 80 No MI 1.00E+17
631968 20061001 80 No MI 1.00E+17
740000 20061001 74.75 No MI 1.00E+17
543750 20061001 75 No MI 1.00E+17
631200 20061001 80 No MI 1.00E+17
1160000 20060901 80 No MI 1.00E+17
436000 20061001 80 No MI 1.00E+17
485600 20061001 80 No MI 1.00E+17
528000 20061001 80 No MI 1.00E+17
532000 20061001 80 No MI 1.00E+17
1382500 20061001 70 No MI 1.00E+17
439200 20060901 80 No MI 1.00E+17
615000 20060901 62 No MI 1.00E+17
572500 20061001 79.51000214 No MI 1.00E+17
532000 20061001 80 No MI 1.00E+17
524500 20061001 80 No MI 1.00E+17
514400 20060901 80 No MI 1.00E+17
660000 20061001 80 No MI 1.00E+17
854960 20061001 80 No MI 1.00E+17
736400 20061001 80 No MI 1.00E+17
560000 20061001 80 No MI 1.00E+17
650000 20061001 74.70999908 No MI 1.00E+17
506250 20061001 75 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
499158 20061001 80 No MI 1.00E+17
920000 20061001 80 No MI 1.00E+17
440000 20061001 78.15000153 No MI 1.00E+17
422000 20061001 68.05999756 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
570500 20061001 78.15000153 No MI 1.00E+17
500000 20061001 80 No MI 1.00E+17
476850 20061001 80 No MI 1.00E+17
472750 20061001 79.98999786 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
690000 20061001 69.69999695 No MI 1.00E+17
465000 20061001 73.80999756 No MI 1.00E+17
696000 20061101 80 No MI 1.00E+17
607000 20061001 77.02999878 No MI 1.00E+17
456000 20061101 80 No MI 1.00E+17
740000 20061001 80 No MI 1.00E+17
1225000 20061101 70 No MI 1.00E+17
940000 20061001 80 No MI 1.00E+17
993750 20061101 75 No MI 1.00E+17
644000 20061001 80 No MI 1.00E+17
1400000 20061001 70 No MI 1.00E+17
762400 20061001 80 No MI 1.00E+17
425600 20061001 80 No MI 1.00E+17
1680000 20061001 80 No MI 1.00E+17
484000 20061001 80 No MI 1.00E+17
460000 20061001 75.41000366 No MI 1.00E+17
650000 20061101 79.90000153 No MI 1.00E+17
493992 20061001 80 No MI 1.00E+17
490392 20061001 80 No MI 1.00E+17
648000 20061001 80 No MI 1.00E+17
1200000 20060901 66.66999817 No MI 1.00E+17
441322 20061001 80 No MI 1.00E+17
445600 20061001 80 No MI 1.00E+17
450400 20061001 80 No MI 1.00E+17
1785600 20061001 80 No MI 1.00E+17
486400 20061001 80 No MI 1.00E+17
904000 20061001 79.30000305 No MI 1.00E+17
715000 20061001 69.76000214 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
439200 20061001 80 No MI 1.00E+17
829600 20061001 80 No MI 1.00E+17
485000 20061001 74.05000305 No MI 1.00E+17
876000 20061001 80 No MI 1.00E+17
607000 20061001 75.87999725 No MI 1.00E+17
462912 20061001 80 No MI 1.00E+17
552000 20061001 80 No MI 1.00E+17
450000 20061001 49.45000076 No MI 1.00E+17
776000 20061001 80 No MI 1.00E+17
650000 20061001 79.26999664 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
536000 20061001 80 No MI 1.00E+17
476000 20061001 70 No MI 1.00E+17
900000 20061001 75 No MI 1.00E+17
944000 20061001 80 No MI 1.00E+17
468750 20061001 75 No MI 1.00E+17
970000 20061001 69.29000092 No MI 1.00E+17
545000 20061001 76.76000214 No MI 1.00E+17
564000 20061001 80 No MI 1.00E+17
675000 20061001 74.58999634 No MI 1.00E+17
436000 20061001 80 No MI 1.00E+17
477000 20061001 75 No MI 1.00E+17
533550 20060901 80 No MI 1.00E+17
915000 20061001 77.08999634 No MI 1.00E+17
476536 20061001 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
735000 20061101 75 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
975000 20060701 75 No MI 1.00E+17
460000 20060701 80 No MI 1.00E+17
974250 20060701 75 No MI 1.00E+17
873809 20060901 80 No MI 1.00E+17
500208 20061001 80 No MI 1.00E+17
747245 20061001 80 No MI 1.00E+17
436172 20061001 80 No MI 1.00E+17
650000 20061001 74.41999817 No MI 1.00E+17
453611 20061001 80 No MI 1.00E+17
990000 20061001 57.84999847 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
554909 20061001 80 No MI 1.00E+17
473652 20061001 80 No MI 1.00E+17
549000 20060701 68.70999908 No MI 1.00E+17
1196500 20060801 69.16000366 No MI 1.00E+17
624000 20060801 80 No MI 1.00E+17
535500 20060701 79.93000031 No MI 1.00E+17
528000 20060901 80 No MI 1.00E+17
895872 20060901 69.98999786 No MI 1.00E+17
602000 20060801 61.43000031 No MI 1.00E+17
468000 20060901 80 No MI 1.00E+17
502000 20060801 80 No MI 1.00E+17
648000 20060901 80 No MI 1.00E+17
568000 20060901 80 No MI 1.00E+17
612000 20060701 80 No MI 1.00E+17
525000 20061001 63.63999939 No MI 1.00E+17
608000 20060901 80 No MI 1.00E+17
444600 20060901 80 No MI 1.00E+17
516750 20060901 65 No MI 1.00E+17
466600 20060901 68.12000275 No MI 1.00E+17
560600 20060901 80 No MI 1.00E+17
540000 20060801 80 No MI 1.00E+17
532000 20061001 88.37000275 GE Capital MI 1.00E+17
769600 20060901 80 No MI 1.00E+17
472000 20060801 80 No MI 1.00E+17
1000000 20060901 72.19999695 No MI 1.00E+17
500000 20060901 80 No MI 1.00E+17
511200 20060901 80 No MI 1.00E+17
460000 20060901 80 No MI 1.00E+17
552150 20061001 80 No MI 1.00E+17
600000 20061001 77.41999817 No MI 1.00E+17
468000 20061001 80 No MI 1.00E+17
602400 20060801 80 No MI 1.00E+17
620000 20061001 80 No MI 1.00E+17
650000 20060901 76.47000122 No MI 1.00E+17
1125000 20061001 75 No MI 1.00E+17
452000 20061001 80 No MI 1.00E+17
559200 20061001 80 No MI 1.00E+17
753000 20061001 75 No MI 1.00E+17
476250 20061001 79.37999725 No MI 1.00E+17
1000000 20061001 69.44000244 No MI 1.00E+17
975000 20061001 75 No MI 1.00E+17
625000 20061001 53.18999863 No MI 1.00E+17
1330000 20061001 70 No MI 1.00E+17
650000 20061001 79.26999664 No MI 1.00E+17
536000 20061001 80 No MI 1.00E+17
452000 20060901 80 No MI 1.00E+17
585000 20061001 89.30999756 PMI 1.00E+17
435950 20061001 80 No MI 1.00E+17
827250 20061001 75 No MI 1.00E+17
434200 20061001 79.98999786 No MI 1.00E+17
465000 20060901 65.02999878 No MI 1.00E+17
545000 20061001 77.86000061 No MI 1.00E+17
182753 20060801 90 Mortgage Guaranty In 1.00E+17
216000 20060701 100 YES 1.00E+17
219200 20060701 80 No MI 1.00E+17
136200 20060701 78.45999908 No MI 1.00E+17
196000 20060701 80 No MI 1.00E+17
149600 20060701 80 No MI 1.00E+17
220702 20060701 90 Radian Guaranty 1.00E+17
213045 20060801 70 No MI 1.00E+17
217500 20060701 75 No MI 1.00E+17
130400 20060701 80 No MI 1.00E+17
234000 20060701 57.06999969 No MI 1.00E+17
110000 20060701 52.38000107 No MI 1.00E+17
408000 20060701 80 No MI 1.00E+17
352250 20060701 78.27999878 No MI 1.00E+17
226508 20060701 70 No MI 1.00E+17
417000 20060701 64.15000153 No MI 1.00E+17
241006 20060701 80 No MI 1.00E+17
133250 20060701 42.29999924 No MI 1.00E+17
176000 20060701 80 No MI 1.00E+17
151550 20060801 89.98999786 Mortgage Guaranty In 1.00E+17
332000 20060701 80 No MI 1.00E+17
292500 20060701 90 Radian Guaranty 1.00E+17
258575 20060801 74.65000153 No MI 1.00E+17
144000 20060801 80 No MI 1.00E+17
132000 20060801 80 No MI 1.00E+17
412800 20060701 79.97000122 No MI 1.00E+17
117200 20060801 80 No MI 1.00E+17
241200 20060801 90 Mortgage Guaranty In 1.00E+17
300000 20060801 80 No MI 1.00E+17
279400 20060801 79.98999786 No MI 1.00E+17
178800 20060801 80 No MI 1.00E+17
340075 20060801 75.40000153 No MI 1.00E+17
180000 20060801 79.30000305 No MI 1.00E+17
500000 20051101 74.62999725 No MI 1.00E+17
115200 20060801 80 No MI 1.00E+17
128000 20060501 80 No MI 1.00E+17
279692 20061001 80 No MI 1.00E+17
260590 20061001 56.40000153 No MI
1207500 20061001 70 No MI 1.00E+17
716250 20061001 75 No MI 1.00E+17
104432 20061001 80 No MI 1.00E+17
222700 20061001 74.98000336 No MI 1.00E+17
1260000 20061001 70 No MI 1.00E+17
1000000 20060901 71.58000183 No MI 1.00E+17
1240000 20061001 80 No MI 1.00E+17
1225000 20061001 70 No MI 1.00E+17
100000 20061001 55.43999863 No MI 1.00E+17
1000000 20061001 80 No MI 1.00E+17
645000 20061001 75 No MI
107200 20060801 80 No MI
168450 20060901 80 No MI 1.00E+17
292394 20061001 80 No MI 1.00E+17
88000 20061001 80 No MI 1.00E+17
61600 20061001 80 No MI 1.00E+17
138320 20061001 80 No MI 1.00E+17
237511 20061001 80 No MI 1.00E+17
463200 20061001 80 No MI 1.00E+17
492000 20061001 80 No MI 1.00E+17
279412 20061001 80 No MI 1.00E+17
750000 20061001 75 No MI 1.00E+17
82500 20061001 75 No MI 1.00E+17
436000 20060901 59.22000122 No MI 1.00E+17
732000 20060901 80 No MI 1.00E+17
1500000 20061001 72.81999969 No MI 1.00E+17
161625 20060901 75 No MI 1.00E+17
450142 20061001 80 No MI 1.00E+17
587834 20061001 80 No MI 1.00E+17
74400 20061001 80 No MI 1.00E+17
566550 20060801 79.68000031 No MI 1.00E+17
426700 20060901 79.98999786 No MI 1.00E+17
623000 20061001 70 No MI 1.00E+17
480000 20060201 80 No MI 1.00E+17
97920 20060501 80 No MI 1.00E+17
64000 20060801 80 No MI 1.00E+17
64000 20060801 80 No MI 1.00E+17
517461 20060901 70 No MI 1.00E+17
239708 20061001 80 No MI 1.00E+17
1820000 20061001 70 No MI
167900 20060601 79.98999786 No MI 1.00E+17
851250 20060901 75 No MI 1.00E+17
517600 20061001 80 No MI 1.00E+17
237422 20061001 70 No MI 1.00E+17
480000 20060901 80 No MI 1.00E+17
1012500 20060901 75 No MI 1.00E+17
617755 20060901 80 No MI 1.00E+17
763687 20061001 80 No MI
592500 20060901 75 No MI 1.00E+17
448000 20061001 70 No MI
207350 20061001 80 No MI
1350000 20061001 75 No MI 1.00E+17
452000 20061001 80 No MI 1.00E+17
210000 20060901 46.15000153 No MI 1.00E+17
173000 20060901 60.70000076 No MI 1.00E+17
73600 20060901 80 No MI 1.00E+17
142400 20060901 80 No MI 1.00E+17
704000 20061001 80 No MI 1.00E+17
69230 20061001 70 No MI 1.00E+17
82500 20061001 75 No MI 1.00E+17
463826 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
410300 20061001 68.95999908 No MI
765836 20061001 80 No MI 1.00E+17
956000 20061001 80 No MI 1.00E+17
179120 20061001 80 No MI
88950 20061001 74.12999725 No MI 1.00E+17
200000 20061001 44.93999863 No MI 1.00E+17
536000 20061001 80 No MI
472000 20061001 80 No MI 1.00E+17
1000000 20061001 74.06999969 No MI 1.00E+17
440095 20061001 80 No MI 1.00E+17
448800 20060901 80 No MI 1.00E+17
482320 20061001 80 No MI 1.00E+17
437150 20060901 79.98999786 No MI 1.00E+17
480000 20060901 80 No MI 1.00E+17
473600 20061001 80 No MI 1.00E+17
1000000 20060901 68.97000122 No MI 1.00E+17
196200 20060901 79.98999786 No MI 1.00E+17
1220250 20061001 75 No MI 1.00E+17
745600 20061001 80 No MI 1.00E+17
48000 20060901 80 No MI 1.00E+17
232000 20050801 80 No MI 1.00E+17
297600 20061001 80 No MI 1.00E+17
132000 20061001 80 No MI 1.00E+17
120400 20061001 80 No MI 1.00E+17
385250 20060901 80 No MI 1.00E+17
393000 20060901 80 No MI 1.00E+17
2372500 20061001 65 No MI 1.00E+17
601420 20061001 74.98999786 No MI 1.00E+17
325250 20060701 61.36999893 No MI 1.00E+17
124000 20060901 80 No MI 1.00E+17
46400 20061001 80 No MI 1.00E+17
539300 20061001 79.98999786 No MI 1.00E+17
1000000 20061001 61.72999954 No MI 1.00E+17
435011 20060901 80 No MI 1.00E+17
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226568 20061001 80 No MI 1.00E+17
72000 20060901 75 No MI
682500 20061001 69.63999939 No MI 1.00E+17
630000 20060901 70 No MI 1.00E+17
1275000 20060901 75 No MI 1.00E+17
647900 20061001 70 No MI 1.00E+17
245176 20061001 80 No MI 1.00E+17
95000 20060901 55.88000107 No MI 1.00E+17
111200 20061001 80 No MI 1.00E+17
588000 20060901 80 No MI 1.00E+17
492000 20060901 80 No MI 1.00E+17
993750 20061001 75 No MI 1.00E+17
87300 20060901 80 No MI 1.00E+17
1400000 20060501 60.86999893 No MI 1.00E+17
880000 20061001 80 No MI 1.00E+17
750000 20061001 55.56000137 No MI 1.00E+17
156550 20060801 79.98999786 No MI 1.00E+17
73500 20060901 70 No MI 1.00E+17
219900 20060901 79.98999786 No MI 1.00E+17
263920 20060901 80 No MI 1.00E+17
729162 20060901 80 No MI 1.00E+17
436000 20060901 80 No MI 1.00E+17
900000 20060901 75 No MI 1.00E+17
75520 20060801 80 No MI 1.00E+17
1600000 20060901 69.77999878 No MI 1.00E+17
84000 20060901 80 No MI
217500 20060901 75 No MI 1.00E+17
232500 20060901 75 No MI 1.00E+17
285000 20060901 75 No MI 1.00E+17
217500 20060901 75 No MI 1.00E+17
228000 20060901 75 No MI 1.00E+17
133892 20061001 80 No MI 1.00E+17
222000 20061001 100 GE Xxxxxxx XX
000000 20061001 94.98000336 GE Xxxxxxx XX
000000 20061001 64.08000183 No MI
251900 20061001 79.98999786 No MI
376800 20061101 80 No MI 1.00E+17
363750 20061101 75 No MI 1.00E+17
520000 20061101 80 No MI 1.00E+17
420000 20061001 80 No MI 1.00E+17
185200 20061001 80 No MI 1.00E+17
51655 20061101 79.58999634 No MI 1.00E+17
1300000 20061001 65 No MI 1.00E+17
63600 20061101 80 No MI 1.00E+17
384240 20061101 80 No MI 1.00E+17
232000 20061101 80 No MI 1.00E+17
512000 20061101 80 No MI 1.00E+17
788250 20061101 75 No MI 1.00E+17
446709 20061001 80 No MI 1.00E+17
460000 20061101 80 No MI 1.00E+17
164000 20061001 80 No MI 1.00E+17
61600 20061001 80 No MI 1.00E+17
843750 20061001 75 No MI 1.00E+17
944000 20061001 80 No MI 1.00E+17
292000 20061001 80 No MI 1.00E+17
247200 20061001 80 No MI 1.00E+17
620000 20061101 51.66999817 No MI 1.00E+17
680000 20061001 80 No MI 1.00E+17
174720 20061001 80 No MI 1.00E+17
244000 20061101 80 No MI 1.00E+17
999950 20061101 60.59999847 No MI 1.00E+17
528000 20061101 80 No MI 1.00E+17
367500 20061001 70 No MI 1.00E+17
124000 20061101 80 No MI 1.00E+17
195000 20061001 75 No MI 1.00E+17
567200 20061001 80 No MI 1.00E+17
508800 20061001 80 No MI 1.00E+17
240000 20061001 80 No MI 1.00E+17
694400 20061001 80 No MI 1.00E+17
476720 20061001 80 No MI 1.00E+17
182400 20061001 80 No MI 1.00E+17
124000 20061001 80 No MI 1.00E+17
106500 20061001 74.98999786 No MI 1.00E+17
422400 20061001 80 No MI 1.00E+17
484000 20061001 80 No MI 1.00E+17
652000 20061001 80 No MI 1.00E+17
131200 20061101 80 No MI 1.00E+17
400000 20061001 80 No MI 1.00E+17
129780 20061001 70 No MI 1.00E+17
648000 20061001 80 No MI 1.00E+17
130200 20061001 70 No MI 1.00E+17
518400 20061001 80 No MI 1.00E+17
328000 20061101 80 No MI 1.00E+17
226400 20061001 80 No MI 1.00E+17
172000 20061001 80 No MI 1.00E+17
1280000 20061101 80 No MI
528000 20061001 80 No MI 1.00E+17
296000 20061001 80 No MI
496500 20060901 71.95999908 No MI 1.00E+17
536000 20060901 74.97000122 No MI 1.00E+17
946000 20060901 60.63999939 No MI 1.00E+17
424000 20060901 80 No MI 1.00E+17
1100000 20061001 79.72000122 No MI 1.00E+17
629500 20060901 79.98999786 No MI 1.00E+17
433000 20061001 72.16999817 No MI 1.00E+17
528500 20061001 70 No MI 1.00E+17
750000 20060901 37.5 No MI 1.00E+17
997425 20061001 75 No MI 1.00E+17
603200 20060901 80 No MI 1.00E+17
541600 20061001 80 No MI 1.00E+17
530000 20060901 71.13999939 No MI 1.00E+17
599920 20061001 80 No MI 1.00E+17
1865000 20060901 74.59999847 No MI 1.00E+17
2400000 20060901 80 No MI 1.00E+17
650000 20061001 75.66999817 No MI 1.00E+17
476000 20061001 80 No MI 1.00E+17
455200 20060801 80 No MI 1.00E+17
844000 20061001 70.33000183 No MI 1.00E+17
640000 20061001 80 No MI 1.00E+17
550000 20060901 63.22000122 No MI 1.00E+17
504000 20060901 80 No MI 1.00E+17
1000000 20060901 66.66999817 No MI 1.00E+17
572000 20061001 80 No MI 1.00E+17
660000 20061001 80 No MI 1.00E+17
492065 20061001 80 No MI 1.00E+17
420000 20060901 80 No MI 1.00E+17
1212000 20061001 79.98000336 No MI 1.00E+17
900000 20060901 75 No MI 1.00E+17
500000 20060901 50.75999832 No MI 1.00E+17
595750 20060901 84.38999939 Republic MIC 1.00E+17
449000 20060901 74.83000183 No MI 1.00E+17
440000 20060901 80 No MI 1.00E+17
630357 20060901 80 No MI 1.00E+17
1260000 20060901 70 No MI 1.00E+17
872000 20060901 72.66999817 No MI 1.00E+17
850000 20060901 74.88999939 No MI 1.00E+17
607712 20060901 80 No MI 1.00E+17
1000000 20060801 62.11000061 No MI 1.00E+17
909500 20060901 56.84000015 No MI 1.00E+17
650000 20060901 66.66999817 No MI 1.00E+17
488000 20060901 80 No MI 1.00E+17
532000 20060901 80 No MI 1.00E+17
435275 20060901 74.79000092 No MI 1.00E+17
572120.8 20061001 80 No MI 1.00E+17
693750 20061001 75 No MI 1.00E+17
760000 20060901 80 No MI 1.00E+17
540000 20060901 78.26000214 No MI 1.00E+17
444000 20060901 80 No MI 1.00E+17
480000 20060901 80 No MI 1.00E+17
735000 20060901 77.37000275 No MI 1.00E+17
580000 20060901 80 No MI 1.00E+17
508000 20060901 80 No MI 1.00E+17
498836 20060901 80 No MI 1.00E+17
1300000 20060801 65 No MI 1.00E+17
450000 20060901 73.70999908 No MI 1.00E+17
560000 20061001 80 No MI 1.00E+17
542528 20060901 80 No MI 1.00E+17
462602 20061001 80 No MI 1.00E+17
490000 20060801 70 No MI 1.00E+17
549600 20060801 80 No MI 1.00E+17
512350 20060901 80 No MI 1.00E+17
496000 20061001 80 No MI 1.00E+17
539428 20060901 80 No MI 1.00E+17
713300 20060901 79.80000305 No MI 1.00E+17
1237500 20060901 75 No MI 1.00E+17
521550 20060901 95 GE Capital MI 1.00E+17
818700 20060901 68.23000336 No MI 1.00E+17
580000 20060901 80 No MI 1.00E+17
488000 20060901 80 No MI 1.00E+17
600000 20060901 80 No MI 1.00E+17
464000 20060901 77.33000183 No MI 1.00E+17
428000 20060701 80 No MI 1.00E+17
440000 20060901 80 No MI 1.00E+17
300000 20060901 80 No MI 1.00E+17
546150 20060801 61.70999908 No MI 1.00E+17
500000 20060901 74.06999969 No MI 1.00E+17
510000 20060901 85 GE Capital MI 1.00E+17
1368750 20060901 75 No MI 1.00E+17
280000 20061001 80 No MI 1.00E+17
508000 20060701 80 No MI 1.00E+17
431250 20060701 75 No MI 1.00E+17
720000 20060901 80 No MI 1.00E+17
616500 20061001 94.12000275 PMI 1.00E+17
750000 20060901 48.41999817 No MI 1.00E+17
632000 20061001 80 No MI 1.00E+17
650000 20060901 48.15000153 No MI 1.00E+17
515000 20060901 62.79999924 No MI 1.00E+17
554800 20060501 95 United Guaranty 1.00E+17
584000 20060901 80 No MI 1.00E+17
440000 20060801 80 No MI 1.00E+17
662400 20060901 80 No MI 1.00E+17
583500 20060901 75 No MI 1.00E+17
477256 20060901 80 No MI 1.00E+17
432000 20060901 80 No MI 1.00E+17
595308 20060901 80 No MI 1.00E+17
581500 20060801 79.98999786 No MI 1.00E+17
492650 20060801 80 No MI 1.00E+17
447920 20060801 80 No MI 1.00E+17
520128 20060901 80 No MI 1.00E+17
460000 20060801 76.02999878 No MI 1.00E+17
510800 20060801 80 No MI 1.00E+17
472000 20060801 80 No MI 1.00E+17
616800 20060901 80 No MI 1.00E+17
432000 20060801 80 No MI 1.00E+17
596250 20060801 75 No MI 1.00E+17
550000 20060901 42.79999924 No MI 1.00E+17
608000 20060901 80 No MI 1.00E+17
750000 20060901 73.48999786 No MI 1.00E+17
678000 20060801 69.37000275 No MI 1.00E+17
473600 20060801 80 No MI 1.00E+17
516000 20060801 80 No MI 1.00E+17
640000 20060801 80 No MI 1.00E+17
596000 20060801 79.47000122 No MI 1.00E+17
686250 20060801 75 No MI 1.00E+17
780000 20060901 80 No MI 1.00E+17
479209 20060901 80 No MI 1.00E+17
495000 20060901 75.56999969 No MI 1.00E+17
428120 20060901 80 No MI 1.00E+17
576000 20060801 80 No MI 1.00E+17
545000 20060901 74.15000153 No MI 1.00E+17
1000000 20060901 69.16000366 No MI 1.00E+17
1376000 20060901 78.62999725 No MI 1.00E+17
1000000 20060901 80 No MI 1.00E+17
600000 20060901 80 No MI 1.00E+17
420000 20060901 80 No MI 1.00E+17
478000 20060901 74.11000061 No MI 1.00E+17
508800 20060801 60 No MI 1.00E+17
610000 20060901 40.66999817 No MI 1.00E+17
465600 20060901 80 No MI 1.00E+17
1549000 20060901 68.87999725 No MI 1.00E+17
446550 20060801 79.98999786 No MI 1.00E+17
440000 20060901 80 No MI 1.00E+17
468000 20060901 80 No MI 1.00E+17
1863750 20060901 75 No MI 1.00E+17
1655820 20060901 66.23000336 No MI 1.00E+17
536000 20060901 80 No MI 1.00E+17
581000 20060901 70 No MI 1.00E+17
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1133000 20060901 79.79000092 No MI 1.00E+17
476204 20060901 80 No MI 1.00E+17
2632023 20060901 80 No MI 1.00E+17
443272 20060901 80 No MI 1.00E+17
592000 20060801 80 No MI 1.00E+17
432000 20060901 77.83999634 No MI 1.00E+17
620000 20060901 80 No MI 1.00E+17
464000 20060901 80 No MI 1.00E+17
472500 20060901 75 No MI 1.00E+17
500000 20060901 74.06999969 No MI 1.00E+17
616000 20060901 70 No MI 1.00E+17
500000 20060901 80 No MI 1.00E+17
444000 20060901 80 No MI 1.00E+17
560000 20060901 70 No MI 1.00E+17
740000 20060901 57.81000137 No MI 1.00E+17
504000 20060901 80 No MI 1.00E+17
880000 20060901 80 No MI 1.00E+17
568000 20060901 71.90000153 No MI 1.00E+17
417282 20060901 80 No MI 1.00E+17
468000 20060901 80 No MI 1.00E+17
756000 20060901 80 No MI 1.00E+17
1100000 20060901 57.88999939 No MI 1.00E+17
542500 20060901 70 No MI 1.00E+17
524000 20060901 80 No MI 1.00E+17
688000 20060901 80 No MI 1.00E+17
505600 20060901 80 No MI 1.00E+17
536000 20060901 80 No MI 1.00E+17
808000 20060901 80 No MI 1.00E+17
549500 20060901 70 No MI 1.00E+17
588400 20060901 80 No MI 1.00E+17
526400 20060901 80 No MI 1.00E+17
960000 20060901 80 No MI 1.00E+17
532000 20060901 80 No MI 1.00E+17
464000 20060901 80 No MI 1.00E+17
600000 20060901 60 No MI 1.00E+17
1000000 20060901 70.18000031 No MI 1.00E+17
799960 20060901 80 No MI 1.00E+17
645000 20060901 47.95999908 No MI 1.00E+17
428000 20060901 80 No MI 1.00E+17
640000 20061101 80 No MI 1.00E+17
494350 20061001 79.98999786 No MI 1.00E+17
472000 20061101 80 No MI 1.00E+17
787500 20061001 75 No MI 1.00E+17
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435000 20061001 66.15000153 No MI 1.00E+17
550500 20061101 75 No MI 1.00E+17
534563 20061001 80 No MI 1.00E+17
650000 20061101 77.37999725 No MI 1.00E+17
437560 20061001 80 No MI 1.00E+17
422404 20061101 80 No MI 1.00E+17
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620000 20061001 80 No MI 1.00E+17
440000 20061101 76.12000275 No MI 1.00E+17
452000 20061101 79.58000183 No MI 1.00E+17
544000 20061101 80 No MI 1.00E+17
456000 20061101 80 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
660000 20061001 80 No MI 1.00E+17
682500 20061101 70 No MI 1.00E+17
512000 20061101 78.76999664 No MI 1.00E+17
1350000 20061001 73.76999664 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
551920 20061101 80 No MI 1.00E+17
553554 20061201 80 No MI 1.00E+17
524000 20061101 80 No MI 1.00E+17
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430400 20061101 80 No MI 1.00E+17
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564000 20061101 80 No MI 1.00E+17
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431200 20060801 80 No MI 1.00E+17
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509600 20061101 80 No MI 1.00E+17
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503200 20061201 80 No MI 1.00E+17
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444000 20061101 80 No MI 1.00E+17
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500000 20060901 67.56999969 No MI 1.00E+17
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557600 20060901 80 No MI 1.00E+17
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462400 20061001 80 No MI 1.00E+17
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428000 20060901 80 No MI 1.00E+17
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480000 20061101 80 No MI 1.00E+17
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448000 20061101 80 No MI 1.00E+17
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784000 20061101 80 No MI 1.00E+17
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543101 20061101 90 Radian Guaranty 1.00E+17
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420000 20061001 75 No MI 1.00E+17
1375000 20061101 55 No MI 1.00E+17
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420000 20061001 80 No MI 1.00E+17
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600000 20061001 80 No MI 1.00E+17
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753600 20061001 80 No MI 1.00E+17
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1375000 20061101 53.91999817 No MI 1.00E+17
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512000 20061101 78.76999664 No MI 1.00E+17
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500000 20061001 80 No MI 1.00E+17
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460000 20061001 80 No MI 1.00E+17
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620000 20061101 80 No MI 1.00E+17
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457000 20061001 73.70999908 No MI 1.00E+17
1240000 20061101 70.86000061 No MI 1.00E+17
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562500 20061101 80 No MI 1.00E+17
427000 20061201 70 No MI 1.00E+17
749950 20061001 75 No MI 1.00E+17
1384000 20061101 80 No MI 1.00E+17
484000 20061101 80 No MI 1.00E+17
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1500000 20061101 60.43999863 No MI 1.00E+17
472500 20061101 75 No MI 1.00E+17
749250 20061001 75 No MI 1.00E+17
972000 20061001 65.90000153 No MI 1.00E+17
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600000 20061101 80 No MI 1.00E+17
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608000 20061001 80 No MI 1.00E+17
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576000 20061001 80 No MI 1.00E+17
923000 20061101 72.38999939 No MI 1.00E+17
417200 20061101 70 No MI 1.00E+17
467000 20061001 68.68000031 No MI 1.00E+17
503650 20061101 80 No MI 1.00E+17
526050 20061101 80 No MI 1.00E+17
789600 20061001 80 No MI 1.00E+17
650000 20061001 78.79000092 No MI 1.00E+17
440000 20061101 66.16999817 No MI 1.00E+17
540000 20061101 80 No MI 1.00E+17
600000 20061101 75 No MI 1.00E+17
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534000 20061101 76.29000092 No MI 1.00E+17
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596000 20061101 80 No MI 1.00E+17
878400 20061001 80 No MI 1.00E+17
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676800 20061001 79.98000336 No MI 1.00E+17
2160000 20061101 80 No MI 1.00E+17
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472500 20061201 67.5 No MI 1.00E+17
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420000 20061201 80 No MI 1.00E+17
973944 20061201 80 No MI 1.00E+17
749000 20061201 73.06999969 No MI 1.00E+17
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512000 20061101 80 No MI 1.00E+17
635950 20061101 79.98999786 No MI 1.00E+17
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553600 20061201 80 No MI 1.00E+17
1040000 20061101 25.68000031 No MI 1.00E+17
440000 20061101 80 No MI 1.00E+17
575000 20061201 79.86000061 No MI 1.00E+17
600000 20061001 75 No MI 1.00E+17
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525000 20061101 72.41000366 No MI 1.00E+17
599200 20060801 80 No MI 1.00E+17
456000 20061201 80 No MI 1.00E+17
513460 20061001 80 No MI 1.00E+17
1198548 20061101 74.98000336 No MI 1.00E+17
540000 20061201 80 No MI 1.00E+17
684000 20061101 75 No MI 1.00E+17
1000000 20061001 71.43000031 No MI 1.00E+17
443000 20061101 73.70999908 No MI 1.00E+17
800000 20061001 80 No MI 1.00E+17
805000 20061201 74.19000244 No MI 1.00E+17
536000 20061101 80 No MI 1.00E+17
469000 20061001 74.80000305 No MI 1.00E+17
580000 20061001 80 No MI 1.00E+17
495000 20060901 71.22000122 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
621000 20061001 78.70999908 No MI 1.00E+17
680000 20061101 80 No MI 1.00E+17
988000 20061001 70.56999969 No MI 1.00E+17
731250 20060801 75 No MI 1.00E+17
825000 20060901 75 No MI 1.00E+17
419091 20061101 95 YES 1.00E+17
538400 20061001 80 No MI 1.00E+17
463200 20060801 80 No MI 1.00E+17
637500 20061001 85 PMI 1.00E+17
609000 20061001 44.68000031 No MI 1.00E+17
489100 20060901 73 No MI 1.00E+17
642900 20060901 74.98999786 No MI 1.00E+17
449100 20061001 90 United Guaranty 1.00E+17
544000 20061101 80 No MI 1.00E+17
937500 20061201 75 No MI 1.00E+17
514000 20061101 80 No MI 1.00E+17
433100 20061101 80 No MI 1.00E+17
487500 20061201 75 No MI 1.00E+17
1280000 20061101 80 No MI 1.00E+17
528700 20061101 80 No MI 1.00E+17
500000 20061001 60.97999954 No MI 1.00E+17
500000 20061201 78.73999786 No MI 1.00E+17
495850 20061101 80 No MI 1.00E+17
920000 20061001 80 No MI 1.00E+17
420000 20061101 68.29000092 No MI 1.00E+17
460100 20061201 80 No MI 1.00E+17
560000 20061001 80 No MI 1.00E+17
680000 20061101 80 No MI 1.00E+17
1000000 20061101 71.43000031 No MI 1.00E+17
556000 20061201 80 No MI 1.00E+17
1000000 20061101 71.94000244 No MI 1.00E+17
549000 20061001 54.36000061 No MI 1.00E+17
603400 20061101 70 No MI 1.00E+17
543000 20061201 74.37999725 No MI 1.00E+17
550000 20061001 74.52999878 No MI 1.00E+17
708000 20060901 80 No MI 1.00E+17
528000 20061101 80 No MI 1.00E+17
432000 20061201 80 No MI 1.00E+17
541100 20061101 80 No MI 1.00E+17
1000000 20061101 77.66999817 No MI 1.00E+17
420000 20061101 80 No MI 1.00E+17
855676 20061101 80 No MI 1.00E+17
448000 20061101 80 No MI 1.00E+17
920000 20061101 80 No MI 1.00E+17
900000 20061101 66.66999817 No MI 1.00E+17
636000 20061101 77.55999756 No MI 1.00E+17
872000 20061101 80 No MI 1.00E+17
624000 20061101 80 No MI 1.00E+17
479400 20061101 72.63999939 No MI 1.00E+17
540000 20061101 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
1000000 20061101 59 No MI 1.00E+17
560000 20061101 73.68000031 No MI 1.00E+17
440000 20061101 80 No MI 1.00E+17
624000 20061101 80 No MI 1.00E+17
1047500 20061101 63.47999954 No MI 1.00E+17
495200 20061101 80 No MI 1.00E+17
453000 20061101 71.90000153 No MI 1.00E+17
564000 20061101 58.75 No MI 1.00E+17
830000 20061101 51.88000107 No MI 1.00E+17
772500 20061101 75 No MI 1.00E+17
1100000 20061101 46.31999969 No MI 1.00E+17
489425 20061001 80 No MI 1.00E+17
500000 20061101 54.63999939 No MI 1.00E+17
467000 20061101 48.65000153 No MI 1.00E+17
780000 20061101 65 No MI 1.00E+17
880000 20061101 80 No MI 1.00E+17
515727 20061101 80 No MI 1.00E+17
463200 20061101 80 No MI 1.00E+17
480000 20061101 80 No MI 1.00E+17
1000000 20061101 63.68999863 No MI 1.00E+17
636000 20061101 80 No MI 1.00E+17
440000 20061101 78.84999847 No MI 1.00E+17
432000 20061101 80 No MI 1.00E+17
426400 20061101 80 No MI 1.00E+17
1000000 20061101 73.15000153 No MI 1.00E+17
432000 20061101 80 No MI 1.00E+17
922500 20061101 75 No MI 1.00E+17
1346250 20061101 75 No MI 1.00E+17
770000 20060801 70 No MI 1.00E+17
500500 20061001 70 No MI 1.00E+17
580800 20061201 80 No MI 1.00E+17
420000 20061101 80 No MI 1.00E+17
518400 20061001 80 No MI 1.00E+17
505590 20061001 80 No MI 1.00E+17
450000 20061101 34.61999893 No MI 1.00E+17
500000 20061001 80 No MI 1.00E+17
600000 20061201 78.33000183 No MI 1.00E+17
864720 20061101 80 No MI 1.00E+17
510400 20061101 80 No MI 1.00E+17
515200 20060901 70 No MI 1.00E+17
1820000 20061101 70 No MI 1.00E+17
620000 20061001 80 No MI 1.00E+17
496000 20061001 80 No MI 1.00E+17
592000 20061101 80 No MI 1.00E+17
520000 20060901 80 No MI 1.00E+17
650000 20061001 79.73000336 No MI 1.00E+17
1500000 20061001 50.84999847 No MI 1.00E+17
829500 20060801 79.98999786 No MI 1.00E+17
420000 20061101 75 No MI 1.00E+17
596900 20061101 80 No MI 1.00E+17
620000 20061001 80 No MI 1.00E+17
515000 20061101 70.55999756 No MI 1.00E+17
600244 20061001 80 No MI 1.00E+17
480000 20061101 80 No MI 1.00E+17
459079 20061001 80 No MI 1.00E+17
608650 20061001 80 No MI 1.00E+17
476000 20061101 70 No MI 1.00E+17
511850 20061001 80 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
1119200 20061101 80 No MI 1.00E+17
800000 20061101 80 No MI 1.00E+17
457195 20061201 90 United Guaranty 1.00E+17
1000000 20061101 71.43000031 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
612000 20061101 80 No MI 1.00E+17
1836250 20061001 65 No MI 1.00E+17
1000000 20061101 71.43000031 No MI 1.00E+17
428000 20060901 80 No MI 1.00E+17
1425000 20061101 75 No MI 1.00E+17
492000 20061101 80 No MI 1.00E+17
463200 20060901 80 No MI 1.00E+17
449600 20061101 80 No MI 1.00E+17
536000 20060901 80 No MI 1.00E+17
473625 20061101 75 No MI 1.00E+17
506250 20061001 71.80999756 No MI 1.00E+17
560000 20061101 80 No MI 1.00E+17
812000 20061101 80 No MI 1.00E+17
747200 20061101 80 No MI 1.00E+17
614700 20061101 87.80999756 PMI 1.00E+17
508000 20061001 80 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
488000 20061101 80 No MI 1.00E+17
868000 20061101 70 No MI 1.00E+17
537317 20061001 80 No MI 1.00E+17
548800 20061101 76.22000122 No MI 1.00E+17
583543 20061101 80 No MI 1.00E+17
444000 20061101 80 No MI 1.00E+17
576000 20061001 80 No MI 1.00E+17
420000 20061101 65.62999725 No MI 1.00E+17
556800 20061001 79.54000092 No MI 1.00E+17
640000 20061001 80 No MI 1.00E+17
492000 20061101 80 No MI 1.00E+17
602700 20061001 80 No MI 1.00E+17
427500 20060901 75 No MI 1.00E+17
593600 20061101 80 No MI 1.00E+17
816000 20061001 80 No MI 1.00E+17
639200 20061001 80 No MI 1.00E+17
452000 20061001 80 No MI 1.00E+17
1309000 20061101 70 No MI 1.00E+17
618800 20061101 80 No MI 1.00E+17
619600 20061001 80 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
492260 20061001 80 No MI 1.00E+17
504000 20061101 80 No MI 1.00E+17
543200 20061001 80 No MI 1.00E+17
799500 20061101 65 No MI 1.00E+17
530000 20061001 73.09999847 No MI 1.00E+17
420000 20061201 79.25 No MI 1.00E+17
588000 20061101 80 No MI 1.00E+17
515000 20061101 79.83999634 No MI 1.00E+17
517600 20061101 80 No MI 1.00E+17
764000 20061001 80 No MI 1.00E+17
516000 20061001 80 No MI 1.00E+17
630000 20061201 49.40999985 No MI 1.00E+17
575400 20061101 80 No MI 1.00E+17
557600 20061201 80 No MI 1.00E+17
650000 20061101 56.52000046 No MI 1.00E+17
505000 20061101 74.05000305 No MI 1.00E+17
595494 20061001 80 No MI 1.00E+17
560000 20061201 80 No MI 1.00E+17
516000 20061001 80 No MI 1.00E+17
440000 20061201 76.51999664 No MI 1.00E+17
650000 20061101 65.12999725 No MI 1.00E+17
1040000 20061001 80 No MI 1.00E+17
500000 20061201 80 No MI 1.00E+17
552000 20061001 80 No MI 1.00E+17
850000 20061101 40.47999954 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
543750 20061001 75 No MI 1.00E+17
424000 20061201 80 No MI 1.00E+17
444000 20061001 80 No MI 1.00E+17
530000 20061101 62.34999847 No MI 1.00E+17
1087500 20061201 75 No MI 1.00E+17
630000 20061101 75 No MI 1.00E+17
1000000 20061101 64.51999664 No MI 1.00E+17
430000 20061101 61.43000031 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
650000 20061101 68.41999817 No MI 1.00E+17
674424 20061001 80 No MI 1.00E+17
422010 20061001 90 Mortgage Guaranty In 1.00E+17
492000 20061101 80 No MI 1.00E+17
512000 20061101 80 No MI 1.00E+17
576000 20061001 80 No MI 1.00E+17
568000 20061201 80 No MI 1.00E+17
536450 20061001 89.98999786 Radian Guaranty 1.00E+17
437600 20061101 80 No MI 1.00E+17
588750 20061101 75 No MI 1.00E+17
542000 20061001 64.22000122 No MI 1.00E+17
515868 20061001 80 No MI 1.00E+17
668000 20061201 80 No MI 1.00E+17
474250 20061101 80 No MI 1.00E+17
619900 20061001 76.52999878 No MI 1.00E+17
626804 20061101 75 No MI 1.00E+17
622000 20061101 57.70000076 No MI 1.00E+17
542000 20061101 80 No MI 1.00E+17
628550 20060801 80 No MI 1.00E+17
623043 20060601 80 No MI 1.00E+17
542000 20060701 63.75999832 No MI 1.00E+17
520000 20061101 80 No MI 1.00E+17
617262 20061101 80 No MI 1.00E+17
650000 20061101 72.22000122 No MI 1.00E+17
1500000 20061101 69.76999664 No MI 1.00E+17
1725000 20061101 75 No MI 1.00E+17
421650 20061101 79.80999756 No MI 1.00E+17
456000 20061101 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
511008 20061101 80 No MI 1.00E+17
448000 20061101 80 No MI 1.00E+17
487425 20061201 75 No MI 1.00E+17
602056 20061101 80 No MI 1.00E+17
496000 20061201 80 No MI 1.00E+17
508000 20061101 80 No MI 1.00E+17
1303680 20061101 80 No MI 1.00E+17
1658000 20061101 67.66999817 No MI 1.00E+17
825000 20060801 75 No MI 1.00E+17
551000 20061101 79.86000061 No MI 1.00E+17
508000 20061101 80 No MI 1.00E+17
910000 20061101 67.41000366 No MI 1.00E+17
584900 20061201 89.98999786 GE Capital MI 1.00E+17
1150000 20061001 62.66999817 No MI 1.00E+17
421475 20061001 80 No MI 1.00E+17
598991 20061001 80 No MI 1.00E+17
945000 20061001 70 No MI
506400 20061001 80 No MI 1.00E+17
1490300 20061001 75 No MI 1.00E+17
104000 20060901 80 No MI 1.00E+17
71200 20061001 80 No MI 1.00E+17
671900 20061001 80 No MI 1.00E+17
444238 20061001 80 GE Capital MI 1.00E+17
500000 20061001 46.50999832 No MI 1.00E+17
720000 20061001 80 No MI 1.00E+17
1068750 20061001 75 No MI 1.00E+17
240000 20060201 80 No MI 1.00E+17
113600 20060201 80 No MI 1.00E+17
394400 20060201 80 No MI 1.00E+17
179800 20060101 67.84999847 No MI 1.00E+17
293300 20060201 70 No MI 1.00E+17
468000 20060101 80 No MI
161600 20051201 80 No MI 1.00E+17
252320 20060101 80 No MI
MARGIN NEXT_RATE_ADJ_DATE1 MAX_RATE MIN_RATE PER_RATE_CAP
2.25 20110801 12.75 0 2
2.25 20090901 11.25 1.875 2
2.25 20110901 11.875 1.875 1
2.75 20110801 13.125 1.875 2
2.75 20110601 13.375 2.375 2
2.25 20110901 13 2.375 1
2.25 20130901 13 1.875 1
2.25 20110901 13 1.875 1
2.25 20110901 13.5 1.875 1
2.875 20130901 12.125 1.83 2
2.25 20110801 12.25 2.235 2
2.25 20130801 11.875 1.83 2
2.25 20110801 11.875 1.83 2
2.25 20130801 11.5 2 2
2.25 20130901 13.5 1.83 2
2.25 20130701 12.25 1.83 2
2.25 20130901 12.375 2 2
2.25 20130801 11.75 2 2
2.25 20130801 13.25 2 2
2.25 20130801 11.75 2 2
2.25 20130901 12.625 2 2
2.25 20130901 11.875 2 2
2.25 20110901 12.25 2 2
2.25 20110801 12.25 2 2
2.25 20130801 11.375 2 2
2.25 20130801 11.875 2 2
2.25 20110801 12.25 2 2
2.25 20130701 11.625 2 2
2.25 20130601 11.375 2 2
2.25 20110801 12.25 2 2
2.25 20130901 11.625 2.125 2
2.25 20130801 10.5 2 2
2.25 20130901 12.5 2 2
2.25 20130901 11.875 2 2
2.25 20130901 11.625 2 2
2.75 20110401 12 2 2
2.75 20110401 11.875 2.5 2
2.75 20110501 11.625 2.5 2
2.75 20110501 12.125 2.5 2
2.75 20090501 12.25 2.5 2
2.75 20110501 12.25 2.5 2
2.75 20110601 11.875 2.5 2
2.25 20130801 11.875 2.5 2
2.25 20110801 11.875 2 2
2.75 20110601 12 2 2
2.25 20110801 11.875 2.5 2
2.75 20110301 11.875 2 2
2.25 20130801 13 2.5 2
2.25 20130801 11.75 2 2
2.75 20110201 12.375 2 2
2.75 20110401 12.125 2.5 2
2.75 20100701 11.125 2.5 2
2.75 20100901 11.75 2.5 2
2.75 20101001 11.875 2.5 2
2.25 20110801 11.875 2.5 2
2.75 20101101 12.125 2 2
2.75 20110101 11.875 2.5 2
2.75 20090601 9.25 1.83 2
2.75 20110701 11.875 2.5 2
2.75 20100301 10.625 2.5 2
2.75 20100801 10.25 2.5 2
2.75 20100401 10.875 2.5 2
2.75 20100501 10.75 2.5 2
2.75 20080501 10.625 2.5 2
2.75 20100801 10.75 2.5 2
2.75 20130801 11.75 2.5 2
2.25 20130801 11.5 2.11 2
2.75 20130901 12.25 2 2
2.25 20131001 12.25 2.12 2
2.25 20110901 11.125 2 2
2.25 20130801 11.375 2 2
2.25 20131001 11.125 2 2
2.25 20130601 12.625 1.83 2
2.25 20110901 11.875 2 2
2.75 20110901 12.5 2 1
2.25 20110901 13 2.375 1
2.25 20110901 12.375 1.875 1
2.25 20110901 13.5 1.875 1
2.25 20110901 13.625 1.875 2
2.25 20110901 13.5 1.875 1
2.25 20110901 13.125 1.875 1
2.25 20110901 12.875 1.875 1
2.25 20110801 12.875 1.875 2
2.25 20110901 12.5 1.875 1
2.25 20110801 12.875 1.875 1
2.25 20110901 12.75 1.875 1
2.25 20110901 12.5 1.875 1
2.25 20110901 13.625 1.875 1
2.25 20130901 13.625 1.875 1
2.25 20110901 12.75 1.875 1
2.25 20110901 11.875 1.875 1
2.25 20110901 12.5 1.875 1
2.25 20110801 12.75 1.875 1
2.25 20110901 11.999 1.875 1
2.25 20110901 12.875 1.875 1
2.25 20110901 13.75 1.875 2
2.25 20110901 13.625 1.875 1
2.25 20110901 13.625 1.875 1
2.25 20110901 14 1.875 2
2.25 20111001 11.5 1.875 1
2.25 20110901 12.5 1.875 1
2.25 20110901 13 1.875 1
2.25 20110901 12.375 1.875 1
2.25 20110901 13.375 1.875 1
2.25 20110601 13 1.875 1
2.25 20110701 13.375 1.875 1
2.25 20110901 12.5 1.875 1
2.25 20110801 13.5 1.875 1
2.25 20110901 13.25 1.875 1
2.25 20090801 13.125 1.875 2
2.25 20110801 14.625 1.875 2
2.25 20110901 13.25 1.875 1
2.75 20110901 12.75 1.875 2
2.75 20110901 13.875 2.375 2
2.25 20110901 12.25 2.375 1
2.25 20110901 13.875 1.875 1
2.25 20110901 13.75 1.875 1
2.25 20110901 13.375 1.875 1
2.25 20130901 13.25 1.875 2
2.25 20110901 13.25 1.875 1
2.25 20110901 12 1.875 1
3.75 20110901 13.375 1.875 1
2.25 20110901 13.5 3.375 2
2.25 20110901 12.875 1.875 1
2.25 20110901 13.375 1.875 2
2.25 20130801 12.625 1.875 1
2.25 20110901 13.75 1.875 1
2.25 20110901 13.875 1.875 1
2.25 20110901 13.875 1.875 1
2.25 20130801 12.125 1.875 1
2.25 20110701 13.875 1.875 1
2.25 20130901 11.625 1.875 1
2.25 20110901 13.25 1.875 2
2.25 20110901 13 1.875 2
2.25 20110901 12.625 1.875 1
2.25 20110901 14.5 1.875 2
2.25 20110901 13.125 1.875 1
3.25 20160401 12.25 1.875 2
2.25 20160901 11.375 2.26 2
2.25 20160901 11.875 2 2
2.875 20160501 11.875 2 2
2.25 20160701 11.125 2.135 2
2.25 20160901 12 2 2
2.25 20160801 11.875 2 2
2.25 20160701 11 2 2
2.25 20160801 11.375 2 2
2.25 20160701 11.875 2 2
2.25 20160801 11.5 2 2
2.25 20160701 11.875 2 2
2.25 20160701 11.25 2 2
2.25 20160801 11.5 2 2
2.25 20160701 11.75 2 2
2.25 20160801 11.75 2 2
2.25 20160901 11.625 2 2
2.25 20160701 12.75 2 2
2.25 20160701 11.875 2 2
2.25 20160801 11.75 2 1
2.25 20090801 12.875 2 2
3 20110901 13.625 1.875 2
2.25 20110901 13.625 2.625 2
2.25 20110701 13.75 1.875 1
2.25 20160801 14 1.875 1
2.25 20110801 13.5 1.875 1
2.25 20110701 12.5 1.875 1
2.25 20110701 11.75 1.875 1
2.25 20110701 13.5 1.875 1
2.25 20160801 13.25 1.875 2
2.25 20160801 13.25 2 2
2.75 20160601 11.625 2 2
2.25 20160801 13 2.5 2
2.25 20160201 10.5 2 2
2.25 20160601 14.125 2 2
2.25 20160601 12.75 2 2
2.25 20160501 14 2 2
2.25 20160501 13.375 2 2
2.25 20160701 12.875 2 2
2.25 20160801 11.5 2 2
2.25 20160401 11.625 2 2
2.25 20160701 13.125 2 2
2.25 20160701 12.875 2 2
2.25 20160701 13.125 2 2
2.25 20160801 11.375 2 2
2.25 20110901 13.5 2 1
2.25 20110901 13.75 1.875 2
2.25 20110901 13.125 1.875 1
2.25 20110701 12.875 1.875 1
2.25 20110901 12.75 1.875 1
2.25 20110901 13 1.875 1
2.25 20110701 13.5 1.875 1
2.25 20130701 13.25 1.875 1
2.25 20110801 12.75 1.875 1
2.25 20110701 11.875 1.875 1
2.25 20130701 11.625 1.875 1
2.25 20160801 13.75 1.875 1
2.25 20110701 13.75 1.875 1
2.25 20130601 11.25 1.875 1
2.25 20130801 12 1.875 2
2.25 20130901 12.25 2 2
2.25 20150801 12.375 2 2
2.25 20150901 12.25 2 2
2.25 20150801 11.875 2 2
2.25 20150801 12.875 2 2
2.25 20150801 8.875 2 2
2.25 20160801 11.375 2 2
2.25 20160101 12.25 2 2
2.25 20160201 10.875 2 2
2.25 20160301 12.875 2 2
2.75 20151101 12.875 2 1
2.25 20160501 14.25 2.5 2
2.25 20160501 13.125 2 2
2.25 20160501 12.25 2 2
2.25 20160901 11.25 2 2
2.25 20160701 11.25 2 2
2.25 20110701 13.75 2 1
2.25 20110701 11.75 1.875 2
2.25 20110701 12.125 2 2
2.25 20110901 11.875 2 2
2.25 20110801 11.25 2 2
2.25 20130301 11.75 1.83 2
2.25 20110801 12.125 2 2
2.25 20110801 11.875 2 2
2.25 20110901 13.25 2 1
2.25 20110901 13.75 1.875 1
2.25 20110801 12.625 1.875 1
2.25 20110701 12.75 1.875 1
2.25 20110701 14 1.875 1
2.25 20130801 13.25 1.875 1
2.25 20110501 13.375 1.875 1
2.25 20110601 12.375 1.875 1
2.25 20130701 12.5 1.875 1
2.25 20110701 13.875 1.875 1
2.25 20090801 14.375 1.875 1
2.25 20110701 14 1.875 1
2.25 20110701 14 1.875 1
2.25 20110701 13.875 1.875 1
2.25 20130501 14.25 1.875 2
2.25 20130701 12 1.875 1
2.25 20130701 12.375 1.875 1
2.25 20110701 12.5 1.875 1
2.25 20110501 12.625 1.875 1
2.25 20110501 12.5 1.875 1
2.25 20110701 12.75 1.875 1
2.25 20130601 13.25 1.875 1
2.25 20130701 12.75 1.875 2
2.25 20130601 13.25 1.875 2
2.25 20110701 14 1.875 1
2.25 20110701 13.75 1.875 1
2.25 20110701 13.875 1.875 1
2.25 20110801 14 1.875 1
2.25 20130801 13.125 1.875 1
2.25 20110701 11.5 1.875 1
2.25 20110701 13.875 1.875 1
2.25 20110701 14 1.875 1
2.25 20130801 13.375 1.875 1
2.25 20110901 13.75 1.875 2
2.25 20130901 12.75 1.25 2
2.25 20110901 14.625 1.35 2
2.25 20130901 14.75 1.83 2
2.25 20110901 13.75 1.83 2
2.25 20130901 13.5 1.83 2
2.25 20110901 13.5 1.83 2
2.25 20160901 13.375 1.35 2
2.25 20130901 13 1.35 2
2.25 20160901 12.625 1.83 2
2.25 20160901 12.625 1.83 2
2.25 20130901 12.875 1.83 2
2.25 20130901 13 1.83 0
2.25 20130901 12.75 1.83 2
2.25 20130901 13.5 1.83 2
2.25 20160901 12.5 1.83 2
2.25 20130901 12.25 1.83 2
2.25 20110901 13.5 1.83 2
2.25 20110901 12.5 1.48 2
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2.25 20111001 12.5 2 2
2.25 20110901 12.625 2 2
2.25 20111001 10.5 2 2
2.25 20110901 12.625 2 2
2.25 20111101 10.875 2 2
2.25 20111001 11.625 2 2
2.25 20110901 11.5 2 2
2.25 20110901 11.875 2 2
2.25 20110801 12.875 2 2
2.25 20110901 12.25 2 2
2.25 20110901 12.75 2 2
2.25 20111001 11.625 2 2
2.25 20110901 13.125 2 2
2.25 20110701 11.875 2 2
2.25 20110801 13.625 2 2
2.25 20111001 12.125 2 2
2.25 20110901 11.125 2 2
2.25 20110701 12.25 2 2
2.25 20110901 12.625 2 2
2.25 20110901 12.375 2 2
2.25 20110801 12.875 2 2
2.25 20110801 12.25 2 2
2.25 20110901 12.875 2 2
2.25 20111001 11.125 2 2
2.25 20111101 12.5 2 2
2.25 20111001 12.625 2 2
2.25 20111001 11.75 2 2
2.25 20111101 11.875 2 2
2.25 20111001 12.875 2 2
2.25 20111001 12.875 2 2
2.25 20110901 11.625 2 2
2.25 20111101 11.875 2 2
2.25 20111001 12.25 2 2
2.25 20110901 12.75 2 2
2.25 20111001 11.75 2 2
2.25 20111101 12.625 2 2
2.25 20110901 12.625 2 2
2.25 20111001 13.5 2 2
2.25 20111001 12.375 2 2
2.25 20111101 11.25 2 2
2.25 20111001 11.875 2 2
2.25 20110901 11.75 2 2
2.25 20111001 12.375 2 2
2.25 20111101 11.625 2 2
2.25 20110901 11.625 2 2
2.25 20110801 13.5 2 2
2.25 20111001 11.625 2 2
2.25 20111101 12.25 2 2
2.25 20111001 13.5 2 2
2.25 20111001 12.125 2 2
2.25 20111001 11.125 2 2
2.25 20111001 12.25 2 2
2.25 20111001 11.75 2 2
2.25 20111001 12.5 2 2
2.25 20111001 11.5 2 2
2.25 20111001 12.25 2 2
2.25 20111001 13.5 2 2
2.25 20111001 11.75 2 2
2.25 20111001 11.25 2 2
2.25 20111001 11.125 2 2
2.25 20111001 11.875 2 2
2.25 20111001 12 2 2
2.25 20111001 11.875 2 2
2.25 20111001 11.125 2 2
2.25 20111001 11.75 2 2
2.25 20111001 11.5 2 2
2.25 20111001 11.625 2 2
2.25 20111001 12.375 2 2
2.25 20111001 11.875 2 2
2.25 20111001 11.25 2 2
2.25 20111001 11.5 2 2
2.25 20111001 11.875 2 2
2.25 20110901 10.375 2 2
2.25 20111001 11.875 2 2
2.25 20111001 11.5 2 2
2.25 20111001 12.125 2 2
2.25 20111001 12 2 2
2.25 20111001 12.375 2 2
2.25 20111001 11.375 2 2
2.25 20111001 12.25 2 2
2.25 20111001 13.5 2 2
2.25 20111001 11.5 2 2
2.25 20111001 10.875 2 2
2.25 20111001 11.75 2 2
2.25 20111001 12.375 2 2
2.25 20111001 12 2 2
2.25 20111001 12 2 2
2.25 20111001 12.25 2 2
2.25 20111001 11.625 2 2
2.25 20110701 12.75 2 2
2.25 20110901 12 2 2
2.25 20111101 11.75 2 2
2.25 20111001 11.75 2 2
2.25 20110901 12 2 2
2.25 20110901 11.125 2 2
2.25 20111001 11.75 2 2
2.25 20110901 11.75 2 2
2.25 20111101 11.875 2 2
2.25 20111001 12.125 2 2
2.25 20111001 11.5 2 2
2.25 20110801 13 2 2
2.25 20111001 11.875 2 2
2.25 20110901 13.5 2 2
2.25 20110901 13.5 2 2
2.25 20111001 11.875 2 2
2.25 20110801 12.875 2 2
2.25 20110901 12 2 2
2.25 20110901 12.25 2 2
2.25 20110701 12.625 2 1
2.25 20111001 11.875 2 2
2.25 20111001 12 2 2
2.25 20110901 11.75 2 2
2.25 20111001 10.125 2 2
2.25 20110901 12.375 2 2
2.25 20111001 12.875 2 2
2.25 20110901 11.875 2 2
2.25 20110901 12.875 2 2
2.25 20111001 11.75 2 2
2.25 20110901 13.375 2 2
2.25 20110901 13.375 2 2
2.25 20111001 10.625 2 2
2.25 20111001 10.5 2 2
2.25 20111001 11.375 2 2
2.25 20111101 11.375 2 2
2.25 20111001 12.125 2 2
2.25 20110901 11.75 2 2
2.25 20111001 13.5 2 2
2.25 20110901 12.375 2 2
2.25 20111001 11.75 2 2
2.25 20110801 13.625 2 2
2.25 20111001 12.25 2 2
2.25 20111001 10.875 2 2
2.25 20110801 13 2 2
2.25 20111001 12.125 2 2
2.25 20110801 13.25 2 2
2.25 20111001 11.625 2 2
2.25 20110901 13.875 2 1
2.25 20111001 11.375 2 2
2.25 20111001 11.25 2 2
2.25 20111001 11.75 2 2
2.25 20111001 12.25 2 2
2.25 20110901 12.75 2 2
2.25 20110901 12.875 2 2
2.25 20111001 12 2 2
2.25 20111001 11.25 2 2
2.25 20110901 11.75 2 1
2.25 20111001 11.625 2 2
2.25 20111001 11.875 2 2
2.25 20111001 11.5 2 2
2.25 20110901 12.875 2 2
2.25 20111001 11.5 2 2
2.25 20110901 12.875 2 2
2.25 20110901 12.75 2 2
2.25 20111001 12.875 2 2
2.25 20110901 11.625 2 2
2.25 20110801 13.75 2 1
2.25 20111001 10.25 2 2
2.25 20110901 11.375 2 2
2.25 20110901 11 2 2
2.25 20110901 12.125 2 2
2.25 20111001 11.5 2 2
2.25 20111001 12.25 2 2
2.25 20110901 11.875 2 2
2.25 20110901 13.25 2 2
2.25 20110901 11.5 2 2
2.25 20111001 11.875 2 2
2.25 20110901 11.75 2 2
2.25 20111001 11 2 2
2.25 20110901 12 2 2
2.25 20111101 12.375 2 2
2.25 20111001 11.5 2 2
2.25 20111001 11.875 2 2
2.25 20111001 12.375 2 2
2.25 20110901 12.75 2 2
2.25 20110901 11.25 2 2
2.25 20111101 12.375 2 2
2.25 20111001 11.125 2 2
2.25 20111101 12 2 2
2.25 20111001 11.375 2 2
2.25 20111001 11.25 2 2
2.25 20110901 11.5 2 2
2.25 20111101 10.875 2 2
2.25 20110901 12.5 2 2
2.25 20111101 11.125 2 2
2.25 20111001 12.125 2 2
2.25 20110901 12.25 2 2
2.25 20111101 11.625 2 2
2.25 20110901 12.875 2 2
2.25 20111001 12.25 2 2
2.25 20110901 12.625 2 2
2.25 20110901 11.875 2 2
2.25 20111101 11.875 2 2
2.25 20110901 12.75 2 2
2.25 20111001 11.875 2 2
2.25 20111101 11.625 2 2
2.25 20111001 10.875 2 2
2.25 20111001 11.125 2 2
2.25 20111001 12 2 2
2.25 20110901 12.625 2 2
2.25 20111001 12.375 2 2
2.25 20110901 12.25 2 1
2.75 20110901 11.875 2 2
2.25 20111001 11.75 2.5 2
2.25 20111001 11.875 2 2
2.25 20110901 13 2 2
2.25 20111101 11.375 2 2
2.25 20110901 11.5 2 2
2.25 20111001 12.25 2 2
2.25 20111001 10.875 2 2
2.25 20110901 11.5 2 2
2.25 20110901 12.125 2 1
2.25 20111101 12.375 2 2
2.25 20111001 12.375 2 2
2.75 20110901 11.375 2 2
2.25 20111001 13.5 2.5 2
2.25 20111001 12.375 2 2
2.25 20111001 12.625 2 2
2.25 20110701 11.125 2.25 2
2.75 20110501 13.875 2 2
2.25 20110601 11.875 2.5 2
2.25 20111001 11.25 2 2
2.25 20111001 11.875 2 2
2.25 20111001 12.5 2 2
2.25 20111001 11.5 2 2
2.25 20111001 13 2 2
2.25 20111001 10.625 2 2
2.25 20111001 11.875 2 2
2.25 20110901 12.25 2 1
2.25 20111001 11.5 2 2
2.25 20111001 12.5 2 2
2.25 20111101 11.75 2 2
2.25 20111001 11.625 2 2
2.25 20111101 11 2 2
2.25 20111001 11.875 2 2
2.25 20111001 12.5 2 2
2.25 20111001 11.625 2 2
2.25 20110701 12 2 2
2.25 20111001 12.875 2 2
2.25 20111001 12.25 2 2
2.25 20111001 11.375 2 2
2.25 20111101 12 2 2
2.25 20110901 11.875 2 2
2.25 20110901 13.375 1.875 1
2.25 20110901 13.25 1.875 1
2.25 20110901 11.875 1.875 1
2.25 20110901 12.125 1.875 1
2.25 20110901 13.375 1.875 1
2.25 20130801 13.75 1.875 2
2.25 20130901 13.5 1.875 1
2.25 20110901 12.375 1.875 1
2.25 20110901 13.25 1.875 1
2.25 20110901 12.375 1.875 1
2.25 20110901 13.125 1.875 1
2.25 20110901 13.375 1.875 1
3.5 20110101 13.625 1.875 1
3.25 20080101 14 3.125 1
3.5 20110101 13 2.875 1
3.5 20081201 12.875 3.125 2
4 20070101 13.25 3.125 2
5.25 20071201 13.14 3.625 2
5.24 20071101 12.24 4.875 1
5.25 20071201 14.35 4.865 2
LIEN IO_FLAG IO_PERIOD PREPAY HYBRID_PERIOD AMORT_TERM1 PORTFOLIO
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 36 No_PP 36 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 36 No_PP 60 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 36 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien N 0 No_PP 36 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 36 Prepay 36 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien N 0 Prepay 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 Prepay 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 36 No_PP 36 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien N 0 Prepay 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 120 360 XXXX
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
Xxxxx Xxxx X 00 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 36 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 36 360 AFL2
First Lien Y 120 Prepay 36 360 AFL2
First Lien N 0 No_PP 24 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 36 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 No_PP 24 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 24 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 36 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 24 360 XXXX
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 36 360 XXXX
First Lien N 0 No_PP 120 360 XXXX
First Lien Y 120 Prepay 36 360 XXXX
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 6 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 120 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien N 0 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien N 0 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 Prepay 120 360 ADN1
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 Prepay 120 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 120 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 84 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 84 Prepay 84 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 24 480 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 36 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 Prepay 120 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien N 0 No_PP 36 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien N 0 No_PP 36 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 36 360 AFL2
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 36 No_PP 36 360 AFL2
First Lien N 0 No_PP 36 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 36 No_PP 36 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 120 No_PP 60 360 ALT1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 84 Prepay 84 360 AFL2
First Lien Y 84 Prepay 84 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 84 Prepay 84 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 Prepay 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 No_PP 24 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 24 360 AFL2
First Lien N 0 No_PP 24 360 AFL2
First Lien N 0 No_PP 24 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien N 0 No_PP 120 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 36 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx N 0 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 36 No_PP 36 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 MADN
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 MADN
First Lien N 0 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx N 0 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx N 0 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx N 0 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 36 No_PP 36 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx N 0 No_PP 36 360 MADN
First Lien Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
First Lien N 0 No_PP 60 360 MADN
First Lien Y 120 No_PP 36 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 MADN
First Lien N 0 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 MADN
First Lien N 0 No_PP 36 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 36 360 MADN
First Lien Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 36 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 36 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 36 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 60 360 MADN
First Lien Y 120 No_PP 84 360 ADN1
First Lien N 0 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 36 No_PP 36 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 36 No_PP 36 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien N 0 No_PP 84 480 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 120 No_PP 36 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 36 360 MADN
First Lien N 0 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 60 360 MADN
First Lien Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 ADN1
First Lien N 0 No_PP 120 480 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 36 No_PP 36 360 MADN
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 36 360 MADN
First Lien Y 84 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 36 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 120 480 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 120 480 ADN1
First Lien N 0 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 36 360 MADN
First Lien Y 120 No_PP 120 360 MADN
First Lien Y 120 No_PP 36 360 MADN
First Lien Y 60 No_PP 60 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 36 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien N 0 No_PP 36 360 MADN
First Lien Y 120 No_PP 36 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 120 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 36 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 480 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 36 360 ADN1
First Lien Y 120 No_PP 36 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 36 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien N 0 No_PP 120 480 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien N 0 No_PP 36 360 ADN1
First Lien N 0 No_PP 36 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx N 0 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 60 360 AFL2
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 36 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 0 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 60 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 120 360 MADN
First Lien Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx N 0 No_PP 36 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien N 0 No_PP 36 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien N 0 No_PP 36 360 MADN
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 36 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 36 360 MADN
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 36 No_PP 60 360 MADN
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien N 0 No_PP 60 360 ALT1
First Lien N 0 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 MALT
First Lien Y 60 No_PP 60 360 ALT1
First Lien Y 60 No_PP 60 360 ALT1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien N 0 Prepay 36 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien N 0 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien N 0 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 84 No_PP 84 360 AFL2
First Lien N 0 Prepay 36 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 120 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 120 No_PP 60 360 ADN1
Xxxxx Xxxx X 000 Xx_XX 000 000 XXXX
Xxxxx Xxxx Y 120 No_PP 60 360 MADN
First Lien Y 120 No_PP 120 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 120 360 MADN
First Lien Y 120 Prepay 6 360 ALCA
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 24 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 84 Prepay 84 360 AFL2
First Lien N 0 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 24 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 120 360 AFL2
First Lien Y 120 Prepay 120 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 Prepay 84 360 AFL2
First Lien Y 120 No_PP 24 360 ALT1
First Lien Y 120 Prepay 84 360 XXXX
First Lien Y 120 No_PP 84 360 XXXX
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 Prepay 36 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien N 0 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 36 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 60 Prepay 60 360 AFL2
First Lien Y 120 No_PP 120 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 Prepay 84 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 120 No_PP 84 360 AFL2
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 60 No_PP 60 360 MADN
First Lien N 0 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 480 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien Y 120 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien N 0 Prepay 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 Prepay 60 480 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien Y 120 No_PP 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien N 0 Prepay 60 360 XXXX
First Lien Y 120 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 480 XXXX
First Lien N 0 Prepay 60 360 XXXX
First Lien N 0 Prepay 60 360 XXXX
First Lien Y 120 No_PP 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien N 0 Prepay 60 360 XXXX
First Lien N 0 No_PP 60 480 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien Y 120 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien N 0 No_PP 60 480 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 480 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien Y 120 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien N 0 Prepay 60 360 XXXX
First Lien Y 120 No_PP 60 360 XXXX
First Lien N 0 Prepay 60 360 XXXX
First Lien N 0 Prepay 60 360 XXXX
First Lien N 0 No_PP 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien Y 120 Prepay 60 360 XXXX
First Lien N 0 Prepay 60 360 XXXX
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 480 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 60 No_PP 60 360 AFL2
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 120 No_PP 84 360 ADN1
First Lien Y 120 Prepay 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
First Lien Y 84 No_PP 84 360 ADN1
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 84 No_PP 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
Xxxxx Xxxx X 00 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 00 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 00 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien N 0 Prepay 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xx_XX 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 Prepay 84 360 MADN
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXXX
Xxxxx Xxxx Y 120 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien N 0 Prepay 84 360 MADN
First Lien Y 84 No_PP 84 360 MADN
First Lien Y 120 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien N 0 No_PP 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 84 360 MADN
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien N 0 Prepay 60 480 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 480 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 480 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 480 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 480 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 480 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 Prepay 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 480 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien N 0 Prepay 60 480 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 60 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 60 Prepay 60 480 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 Prepay 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien Y 120 No_PP 60 360 ADN1
First Lien N 0 Prepay 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien N 0 No_PP 84 360 AFL2
First Lien N 0 No_PP 84 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
First Lien Y 120 Prepay 60 360 AFL2
First Lien Y 120 No_PP 60 360 AFL2
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXX0
First Lien N 0 No_PP 24 360 IML7
Xxxxx Xxxx X 00 Xxxxxx 00 000 XXX0
Xxxxx Xxxx X 000 Xxxxxx 00 000 XXX0
Xxxxx Xxxx X 00 Xxxxxx 00 000 XXX0
Xxxxx Xxxx X 00 Xxxxxx 00 000 XXX0
First Lien N 0 No_PP 24 360 IML7
Xxxxx Xxxx X 00 Xxxxxx 00 000 XXX0
EXHIBIT C
[RESERVED]
EXHIBIT D-1
REQUEST FOR RELEASE OF DOCUMENTS
To: Treasury Bank, A Division of Countrywide Bank N.A.
0000 X. Xxx Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
RE: Custodial Agreement, dated as of October 31, 2006 among Structured Asset Mortgage Investments
II Inc., as depositor, Xxxxx Fargo Bank, National Association as master servicer and securities
administrator, Treasury Bank, A Division of Countrywide Bank N.A. as custodian and Citibank,
N.A., as trustee, issuing Bear Xxxxxxx Alt-A Trust 2006-7, Mortgage Pass-Through Certificates,
Series 2006-7
In connection with the administration of the Mortgage Loans held by you pursuant to the
above-captioned Custodial Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Custodial
Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation
_____ 5. Nonliquidation Reason:
_____ 6. California Mortgage Loan paid in full
By:_________________________________________
(authorized signer)
Issuer:
Address:
Date:
EXHIBIT D-2
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank, National Association
0000 00xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: BSALTA 2006-7
Telecopier: (000) 000-0000
RE: Custodial Agreement, dated as of October 31, 2006 among Structured Asset Mortgage Investments
II Inc., as depositor, Xxxxx Fargo Bank, National Association as master servicer and securities
administrator, Xxxxx Fargo Bank, National Association as custodian and Citibank, N.A., as
trustee, issuing Bear Xxxxxxx Alt-A Trust 2006-7, Mortgage Pass-Through Certificates, Series
2006-7
In connection with the administration of the Mortgage Loans held by you pursuant to the
above-captioned Custodial Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Custodial
Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation
_____ 5. Nonliquidation Reason:
_____ 6. California Mortgage Loan paid in full
By:_________________________________________
(authorized signer)
Issuer:
Address:
Date:
EXHIBIT E
FORM OF TRANSFER AFFIDAVIT
Affidavit pursuant to Section
860E(e)(4) of the Internal Revenue
Code of 1986, as amended, and for
other purposes
STATE OF )
)ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor] (record or beneficial owner of the
Bear Xxxxxxx ALT-A Trust 2006-7, Mortgage Pass-Through Certificates, Series 2006-7, Class R-__
Certificates) (the “Class R Certificates”) (the “Owner”), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of _____] [the United States], on behalf of which he
makes this affidavit.
2. That the Owner (i) is not and will not be as of [Closing Date][date of purchase] a
“disqualified organization” within the meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the “Code”) or an “electing large partnership” within the meaning of Section 775 of
the Code, (ii) will endeavor to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership in the Class R Certificates and (iii) is acquiring
the Class R Certificates for its own account or for the account of another Owner from which it has
received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For
this purpose, a “disqualified organization” means an electing large partnership under Section 775 of the
Code, the United States, any state or political subdivision thereof, any agency or instrumentality of
any of the foregoing (other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity) or any foreign government, international organization or
any agency or instrumentality of such foreign government or organization, any rural electric or
telephone cooperative, or any organization (other than certain farmers’ cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R
Certificates to disqualified organizations or electing large partnerships under the Code, that applies
to all transfers of Class R Certificates after March 31, 1988; (ii) that such tax would be on the
transferor (or, with respect to transfers to electing large partnerships, on each such partnership), or,
if such transfer is through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person (other than with respect to transfers to
electing large partnerships) otherwise liable for the tax shall be relieved of liability for the tax if
the transferee furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual knowledge that the affidavit
is false; and (iv) that the Class R Certificates may be “noneconomic residual interests” within the
meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect to the income on such
residual interest, unless no significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a “pass-through entity” holding
Class R Certificates if either the pass-through entity is an electing large partnership under Section
775 of the Code or if at any time during the taxable year of the pass-through entity a disqualified
organization is the record holder of an interest in such entity. (For this purpose, a “pass through
entity” includes a regulated investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Securities Administrator will not register
the transfer of any Class R Certificates unless the transferee, or the transferee’s agent, delivers to
it an affidavit and agreement, among other things, in substantially the same form as this affidavit and
agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 5.05 of the Pooling and Servicing Agreement under
which the Class R Certificates were issued. The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
8. The Owner’s Taxpayer Identification Number is # _______________.
9. This affidavit and agreement relates only to the Class R Certificates held by
the Owner and not to any other holder of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making
this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section
1.860E-1 (c) and recent amendments thereto, effective as of August 19, 2002, and (ii) the preamble
describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1.
11. That the Owner has no present knowledge or expectation that it will be unable
to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this
regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class
R Certificates that the Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess of any cash flows
generated by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain
outstanding.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income from sources without the United States
is includable in gross income for United States federal income tax purposes regardless of its connection
with the conduct of a trade or business within the United States.
14. The Owner hereby agrees that it will not cause income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning
of an applicable income tax treaty) of the Owner or another United States taxpayer.
15. The Purchaser hereby certifies, represents and warrants to, and covenants with
the Company, the Trustee, the Securities Administrator and the Master Servicer that:
(a) The Certificates (i) are not being acquired by, and will not be transferred
to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), or other retirement arrangement, including individual
retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or arrangements are invested, that is
subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the “Code”) (any
of the foregoing, a “Plan”), (ii) are not being acquired with “plan assets” of a Plan within the meaning
of the Department of Labor (“DOL”) regulation, 29 C.F.R. ? 2510.3-101 or otherwise under ERISA, and
(iii) will not be transferred to any entity that is deemed to be investing plan assets within the
meaning of the DOL regulation, 29 C.F.R. ? 2510.3-101 or otherwise under ERISA; or
(b) The Owner will provide the Securities Administrator with an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Securities Administrator to the effect that
the purchase of Certificates is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Company, the Securities Administrator or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and covenants
with, the Company, the Trustee, the Securities Administrator and the Master Servicer that the Owner will
not transfer such Certificates to any Plan or person unless either such Plan or person meets the
requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the
Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf,
pursuant to authority of its Board of Directors, by its [Title of Officer] this ____ day of _________,
20__.
[NAME OF INVESTOR]
By:_________________________________________
[Name of Officer]
[Title of Officer]
[Address of Investor for receipt of
distributions]
Address of Investor for receipt of tax
information:
Personally appeared before me the above-named [Name of Officer], known or proved to me to be
the same person who executed the foregoing instrument and to be the [Title of Officer] of the Investor,
and acknowledged to me that he executed the same as his free act and deed and the free act and deed of
the Investor.
Subscribed and sworn before me this ___ day of _________, 20___.
NOTARY PUBLIC
COUNTY OF
STATE OF
My commission expires the ___ day of ___________________, 20___.
EXHIBIT F-1
FORM OF INVESTMENT LETTER (NON-RULE 144A)
______________,200___
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Bear Xxxxxxx Alt-A Trust 2006-7
Re: Bear Xxxxxxx Alt-A Trust 2006-7
Mortgage Pass-Through Certificates, Series 2006-7, Class_[____]__
Ladies and Gentlemen:
______________ (the “Purchaser”) intends to purchase from ______________ (the “Seller”)
$_________ initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series 2006-7,
Class _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of October 1, 2006 among Structured Asset Mortgage Investments II
Inc., as depositor (the “Seller”), EMC Mortgage Corporation, Xxxxx Fargo Bank, National Association, as
master servicer and securities administrator, and Citibank, N.A., as trustee (the “Trustee”). All terms
used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Seller
and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933, as amended (the
“Act”) or any state securities law, (b) the Seller is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if registered and
qualified pursuant to the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any distribution
thereof in any manner that would violate the Act or any applicable state securities
laws.
3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters, and,
in particular, in such matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an investment and (c) an
“accredited investor” within the meaning of Rule 501 (a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an opportunity to
review (a) a copy of the Pooling and Servicing Agreement and (b) such other
information concerning the Certificates, the Mortgage Loans and the Seller as has been
requested by the Purchaser from the Seller or the Seller and is relevant to the
Purchaser’s decision to purchase the Certificates. The Purchaser has had any
questions arising from such review answered by the Seller or the Seller to the
satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition
of other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation by means of
general advertising or in any other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a distribution of any Certificate under
the Act, that would render the disposition of any Certificate a violation of Section 5
of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
6. The Purchaser (if the Certificate is not rated at least “BBB-” or its
equivalent by Fitch, S&P or Moody’s):
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as
amended (a “Plan”), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan within the meaning of the
Department of Labor (“DOL”) regulation at 29 C.F.R. §2510.3-101; or
(b) is an insurance company, the source of funds to be used by it
to purchase the Certificates is an “insurance company general account” (within the
meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with,
the Company, the Trustee, the Securities Administrator and the Master Servicer that the Purchaser will
not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements
set forth in either 6(a) or (b) above.
Very truly yours,
[PURCHASER]
By:_________________________________________
Name:
Title:
EXHIBIT F-2
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
The undersigned seller, as registered holder (the “Seller”), intends to transfer the
Rule 144A Securities described above to the undersigned buyer (the “Buyer”).
In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A
Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone
acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security with, any person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that would constitute a distribution of
the Rule 144A Securities under the Securities Act of 1933, as amended (the “1933 Act”), or that would
render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any
person other than the Buyer or another “qualified institutional buyer” as defined in Rule 144A under the
1933 Act.
The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master
Servicer (as defined to the Pooling and Servicing Agreement, dated as of October 1, 2006 (the
“Agreement”), among the Company, EMC, Xxxxx Fargo Bank, N.A., as master servicer (the “Master Servicer”),
and Citibank, N.A., as trustee (the “Trustee”)) as follows:
The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the
securities laws of any state.
The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
The Buyer has been furnished with all information regarding the Rule 144A Securities that it has
requested from the Seller, the Securities Administrator or the Master Servicer.
Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
The Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the 1933 Act
and has completed either of the forms of certification to that effect attached hereto as Annex 1 or
Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
3. The Buyer (if the Rule 144A Securities are not rated at least “BBB-” or its
equivalent by Fitch, S&P or Xxxxx’x):
is not an employee benefit or other plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan within the meaning of the Department of Labor (“DOL”)
regulation at 29 C.F.R. § 2510.3-101; or
is an insurance company, the source of funds to be used by it to purchase the Certificates is an
“insurance company general account” (within the meaning of DOL Prohibited Transaction Class Exemption
(“PTCE”) 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.
4. This document may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be
an original; such counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set
forth below.
_________________________________________ _____________________________________________
Print Name of Seller Print Name of Buyer
By:______________________________________ By:__________________________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No.______________________________________ No:__________________________________________
Date:____________________________________ Date:________________________________________
ANNEX 1 TO EXHIBIT F
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the
Buyer is a “qualified institutional buyer” as that term is defined in Rule
144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Buyer
owned and/or invested on a discretionary basis
$ in securities (except for the
excluded securities referred to below) as of the end of the Buyer’s most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Buyer satisfies the criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association
or similar institution), Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c)(3) of the Internal Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any
State, territory or the District of Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, a copy of which is attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over any such institutions or is a foreign
savings and loan association or equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary and predominant business
activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a similar official or agency of a State
or territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the
benefit of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the Investment
Advisers Act of 1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
Business Development Company. The Buyer is a business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose
participants are exclusively (a) plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term “securities” as used herein does not
include (i) securities of issuers that are affiliated with the Buyer, (ii)
securities that are part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Buyer may have included securities
owned by subsidiaries of the Buyer, but only if such subsidiaries are
consolidated with the Buyer in its financial statements prepared in accordance
with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer’s direction. However, such
securities were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule 144A and understands that the seller to it and other parties related to
the Certificates are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer’s own account?
6. If the answer to the foregoing question is “no”,
the Buyer agrees that, in connection with any purchase of securities sold to
the Buyer for the account of a third party (including any separate account) in
reliance on Rule 144A, the Buyer will only purchase for the account of a third
party that at the time is a “qualified institutional buyer” within the meaning
of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate steps
contemplated by Rule 144A to conclude that such third party independently
meets the definition of “qualified institutional buyer” set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Buyer’s purchase of Rule 144A
Securities will constitute a reaffirmation of this certification as of the
date of such purchase.
____________________________________________
Print Name of Buyer
By:_________________________________________
Name:
Title:
Date:_______________________________________
EXHIBIT F-3
FORM OF TRANSFEROR REPRESENTATION LETTER
_____, 20__
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2006-7
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Bear Xxxxxxx Alt-A Trust 2006-7
Re: Mortgage Pass-Through Certificates, Series 2006-7
Ladies and Gentlemen:
In connection with the sale by ______________(the “Seller”) to ____________________ (the
“Purchaser”) of $__________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates,
Series 2006-7 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of October
1, 2006 (the “Pooling and Servicing Agreement”), among Structured Asset Mortgage Investments II Inc.
(the “Company”), EMC Mortgage Corporation (“EMC”), Xxxxx Fargo Bank, N.A., as master servicer (the
“Master Servicer”), and Citibank, N.A., as trustee (the “Trustee”). The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security with any person in any
manner, (d) has made any general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would constitute a
distribution of the Certificates under the Securities Act of 1933 (the “Act”), that would render the
disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that
would require registration or qualification pursuant thereto. The Seller will not act, in any manner
set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not
sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
Very truly yours,
_____________________________________________
(Seller)
By:___________________________________________
Name:_________________________________________
Title:________________________________________
EXHIBIT G-1
FORM OF TREASURY BANK CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE
“AGREEMENT”), DATED AS OF OCTOBER 31, 2006, BY AND AMONG CITIBANK, N.A., AS TRUSTEE (INCLUDING ITS
SUCCESSORS UNDER THE POOLING AND SERVICING AGREEMENT DEFINED BELOW, THE “TRUSTEE”), STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC., AS DEPOSITOR (TOGETHER WITH ANY SUCCESSOR IN INTEREST, THE “DEPOSITOR”),
XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER AND SECURITIES ADMINISTRATOR (TOGETHER WITH
ANY SUCCESSOR IN INTEREST OR SUCCESSOR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE
“MASTER SERVICER” OR THE “SECURITIES ADMINISTRATOR,” AS APPLICABLE) AND TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK N.A., AS CUSTODIAN (TOGETHER WITH ANY SUCCESSOR IN INTEREST OR ANY SUCCESSOR APPOINTED
HEREUNDER, THE “CUSTODIAN”).
WITNESSETH THAT:
WHEREAS, the Depositor, the Master Servicer, the Securities Administrator, the Trustee
and EMC Mortgage Corporation (the “Seller”) have entered into a Pooling and Servicing Agreement, dated
as of October 1, 2006, relating to the issuance of Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through
Certificates, Series 2006-7 (as in effect on the date of this agreement, the “Original Pooling and
Servicing Agreement,” and as amended and supplemented from time to time, the “Pooling and Servicing
Agreement”); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of
receiving and holding certain documents and other instruments relating to the mortgage loans (herein
referred to as the “Mortgage Loans”) listed on Schedule I hereto (the “Mortgage Loan Schedule”)
delivered by (i) the Depositor or the Master Servicer under the Pooling and Servicing Agreement and (ii)
the Servicers under their respective Servicing Agreements, all upon the terms and conditions and subject
to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Depositor, the Master Servicer, the Securities
Administrator and the Custodian hereby agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the
context herein.
ARTICLE II.
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges (subject to any
exceptions noted in the Initial Certification referred to in Section 2.3(a)) receipt of the Mortgage
Files relating to the Mortgage Loans attached hereto (the “Mortgage Files”) and declares that it holds
and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all
present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File relating to the
Mortgage Loans includes one or more assignments of Mortgage to the Trustee in a state which is
specifically excluded from the Opinion of Counsel delivered by the Seller to the Trustee and the
Custodian pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement, each such
assignment shall be delivered, at the direction of the Depositor (in written or electronic format), by
the Custodian to the Depositor for the purpose of recording it in the appropriate public office for real
property records, and the Depositor, at no expense to the Custodian, shall promptly cause to be recorded
in the appropriate public office for real property records each such assignment of Mortgage and, upon
receipt thereof from such public office, shall return each such assignment of Mortgage to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Depositor, the Master Servicer and
the Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt
(subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans.
(b) Within 90 days of the Closing Date (or, with respect to any Substitute
Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian thereof), the
Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.02 of the Pooling and Servicing Agreement, each such document relating to the Mortgage Loans,
and shall execute and deliver to the Depositor, the Master Servicer and the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all such documents have been
executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification.
The Custodian shall be under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are genuine, enforceable, or
appropriate for the represented purpose or that they have actually been recorded or that they are other
than what they purport to be on their face.
(c) Not later than 180 days after the Closing Date (or, with respect to any
Substitute Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian
thereof), the Custodian shall review the Mortgage Files relating to the Mortgage Loans as provided in
Section 2.02 of the Pooling and Servicing Agreement and execute and deliver to the Depositor , the
Master Servicer and the Trustee a Final Certification in the form annexed hereto as Exhibit Three
evidencing the completeness of such Mortgage Files.
(d) In reviewing the Mortgage Files relating to the Mortgage Loans as provided
herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and
shall not be responsible to verify (i) the validity, legality, enforceability, due authorization,
recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii)
the collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage
File.
Upon receipt of written request from the Depositor, Master Servicer or the Trustee,
the Custodian shall as soon as practicable supply the requesting party with a list of all of the
documents missing from the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by the Depositor as set
forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage
File, the Custodian shall give prompt written notice to the Depositor, the Master Servicer, the
applicable Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of
written notice from the Master Servicer or the Trustee that the Seller has repurchased a Mortgage Loan
pursuant to Article II of the Pooling and Servicing Agreement, and that the Repurchase Price therefor
has been deposited in the Distribution Account, and a Request for Release (as defined below), the
Custodian agrees to promptly release to the Seller the related Mortgage File.
Upon the Custodian’s receipt of a request for release (a “Request for Release”)
substantially in the form of Exhibit D-1 to the Pooling and Servicing Agreement signed by an officer of
the related Servicer involved in, or responsible for, the administration and servicing of the Mortgage
Loans whose name appears on a list of servicing officers furnished by such Servicer upon request, as
such list may from time to time be amended (each, a “Servicing Officer”) stating that it has received
payment in full of a Mortgage Loan or that payment in full will be escrowed in a manner customary for
such purposes, the Custodian agrees to promptly release to such Servicer the related Mortgage File. The
Depositor shall deliver to the Custodian, and the Custodian agrees to accept, the Mortgage Note and
other documents constituting the Mortgage File with respect to any Substitute Mortgage Loan, which
documents the Custodian will review to the extent provided in Article II of the Pooling and Servicing
Agreement.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Mortgage Insurance Policy, the related
Servicer shall (or if the related Servicer does not, then the Master Servicer may) deliver to the
Custodian a Request for Release signed by a Servicing Officer requesting that possession of all of the
related Mortgage File be released to such Servicer and certifying as to the reason for such release and
that such release will not invalidate any insurance coverage provided in respect of the related Mortgage
Loan under any of the Insurance Policies. Upon receipt of the foregoing, the Custodian shall deliver
such Mortgage File to the related Servicer. All Mortgage Files so released to the related Servicer
shall be held by it in trust for the Trustee for the use and benefit of all present and future
Certificateholders. The related Servicer shall cause each Mortgage File or any document therein so
released to be returned to the Custodian when the need therefor by such Servicer no longer exists,
unless (i) such Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the related
Mortgage Loan have been deposited in the Distribution Account or (ii) such Mortgage 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 related Mortgaged Property either judicially or non-judicially, and the related Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of
the Person to which such Mortgage File or such document was delivered and the purpose or purposes of
such delivery.
At any time that a Servicer or the Master Servicer is required to deliver to the
Custodian a Request for Release, such Servicer or the Master Servicer shall deliver two copies of the
Request for Release if delivered in hard copy or such Servicer or the Master Servicer may furnish such
Request for Release electronically to the Custodian, in which event the Servicing Officer transmitting
the same shall be deemed to have signed such Request for Release. In connection with any Request for
Release of a Mortgage File because of a repurchase of a Mortgage Loan, the assignment of mortgage and
the related Mortgage Note shall be returned to the related Servicer or the Master Servicer, as
applicable, for execution and endorsement, respectively, pursuant to a power of attorney from the
Trustee and for delivery to the Seller. If the related Servicer or the Master Servicer does not have a
power of attorney from the Trustee to execute the applicable assignment and to endorse the related
Mortgage Note, such Request for Release shall be accompanied by an assignment of mortgage, without
recourse, executed by the Trustee to the Seller and the related Mortgage Note shall be endorsed without
recourse by the Trustee (if not in blank) and be returned to the related Servicer or the Master
Servicer, as applicable, for delivery to the Seller; provided, however, that in the case of a Mortgage
Loan that is registered on the MERS® System, no assignment of mortgage or endorsement of the Mortgage
Note by the Trustee, or by the related Servicer or the Master Servicer pursuant to a power of attorney
from the Trustee, shall be required. In connection with any Request for Release of a Mortgage File
because of the payment in full of a Mortgage Loan and if the related Servicer or the Master Servicer
does not have a power of attorney from the Trustee to execute the applicable certificate of satisfaction
or similar instrument, such Request for Release shall be accompanied by a certificate of satisfaction or
other similar instrument to be executed by or on behalf of the Trustee and returned to the related
Servicer or the Master Servicer, as applicable.
Section 2.6. Assumption Agreements. In the event that any assumption agreement,
substitution of liability agreement or sale of servicing agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and
Servicing Agreement, the Master Servicer, to the extent provided in the related Servicing Agreement,
shall cause the related Servicer to notify the Custodian that such assumption agreement, substitution of
liability agreement or sale of servicing agreement has been completed by forwarding to the Custodian the
original of such assumption agreement, substitution of liability agreement or sale of servicing
agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered
a part of such Mortgage File to the same extent as all other documents and instruments constituting
parts thereof.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each
Mortgage Note and other documents constituting each Mortgage File relating to the Mortgage Loans which
are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the Trustee and has
no instructions to hold any Mortgage Note or Mortgage File for the benefit of any person other than the
Trustee and the Certificateholders and undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of
this Agreement with respect to any Mortgage Loan, no Mortgage Note, Mortgage or Mortgage File shall be
delivered by the Custodian to the Depositor, the Seller, any Servicer or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. [Reserved.]
Section 3.3. Custodian May Own Certificates. The Custodian in its individual or
any other capacity may become the owner or pledgee of Certificates with the same rights it would have if
it were not Custodian.
Section 3.4. Custodian’s Fees and Expenses. The Depositor covenants and agrees to
cause the Seller to pay the Custodian from time to time, and the Custodian shall be entitled to,
reasonable compensation for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian pursuant to a letter agreement between the Custodian and
the Seller. In addition, the Seller will pay or reimburse the Custodian upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any
of the provisions of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ), except any such expense,
disbursement or advance as may arise from its negligence or bad faith, or to the extent that such cost
or expense is indemnified by the Depositor pursuant to the Pooling and Servicing Agreement.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The Custodian
may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate
to its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the
Trustee shall either take custody of the Mortgage Files itself and give prompt notice thereof to the
Depositor, the Master Servicer, the Servicers and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken
custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time with the consent of the Master
Servicer. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution
subject to supervision or examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with any Servicer or the Depositor.
Any resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of
appointment by the successor Custodian. The Trustee shall give prompt notice to the Depositor and the
Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Depositor and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder (provided
such Person shall satisfy the requirements set forth in Section 3.7), without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby represents,
and any successor Custodian hereunder shall represent, that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined capital and surplus of at
least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any
Mortgage File.
Section 3.8. Duties and Obligations of the Custodian.
(a) The Custodian shall be under no duty or obligation to inspect, review or
examine the Mortgage Files to determine that the contents thereof are appropriate for the represented
purpose or that they have been actually recorded or that they are other than what they purport to be on
their face.
(b) The Custodian shall not be responsible or liable for, and makes no
representation or warranty with respect to, the validity, adequacy or perfection or any lien upon or
security interest in the Mortgage Files.
(c) Any other provision of this Agreement to the contrary notwithstanding, the
Custodian shall have no notice, and shall not be bound by any of the terms and conditions of any other
document or agreement executed or delivered in connection with, or intended to control any part of, the
transactions anticipated by or referred to in this Agreement unless the Custodian is a signatory party
to that document or agreement.
(d) The Custodian may rely on and shall be protected in acting in good faith upon
any certificate, instrument, opinion, notice, magnetic tape, letter, telegram or other document, or any
security, delivered to it and in good faith believed by it to be genuine and to have been signed by the
proper party or parties; but in the case of any loan document or other request, instruction, document or
certificate which by any provision hereof is specifically required to be furnished to the Custodian, the
Custodian shall be under a duty to examine the same to determine whether or not it conforms prima facie
to the requirements of this Custodial Agreement.
(e) The Custodian shall not be liable for any error of judgment, or for any act
done or step taken or omitted by it, in good faith, or for any mistake of fact or law, or for anything
that it may do or refrain from doing in connection therewith, except in the case of its negligent
performance or omission.
(f) The Custodian shall have no obligation to verify the receipt of any such
documents the existence of which was not made known to the Custodian by the Mortgage Files.
(g) The Custodian shall not be responsible for delays or failures in performance
resulting from acts beyond its control. Such acts shall include, but not be limited to, acts of God,
strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency
restrictions, governmental regulations superimposed after the fact, fire, communication line failures,
power failures, earthquakes or other disasters.
ARTICLE IV.
COMPLIANCE WITH REGULATION AB
SECTION 4.1. INTENT OF THE PARTIES; REASONABLENESS. THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT THE PURPOSE OF THIS ARTICLE IV IS TO FACILITATE COMPLIANCE BY THE DEPOSITOR,
THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR WITH THE PROVISIONS OF REGULATION AB AND RELATED
RULES AND REGULATIONS OF THE COMMISSION. THE DEPOSITOR, THE MASTER SERVICER AND THE SECURITIES
ADMINISTRATOR SHALL NOT EXERCISE ITS RIGHT TO REQUEST DELIVERY OF INFORMATION OR OTHER PERFORMANCE UNDER
THESE PROVISIONS OTHER THAN IN GOOD FAITH, OR FOR PURPOSES OTHER THAN COMPLIANCE WITH THE SECURITIES
ACT, THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE COMMISSION UNDER THE SECURITIES ACT AND THE
EXCHANGE ACT. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT INTERPRETATIONS OF THE REQUIREMENTS OF
REGULATION AB MAY CHANGE OVER TIME, WHETHER DUE TO INTERPRETIVE GUIDANCE PROVIDED BY THE COMMISSION OR
ITS STAFF, CONSENSUS AMONG PARTICIPANTS IN THE MORTGAGE-BACKED SECURITIES MARKETS, ADVICE OF COUNSEL, OR
OTHERWISE, AND THE CUSTODIAN AGREES TO COMPLY WITH REQUESTS MADE BY THE DEPOSITOR, THE MASTER SERVICER
AND THE SECURITIES ADMINISTRATOR IN GOOD FAITH FOR DELIVERY OF INFORMATION UNDER THESE PROVISIONS ON THE
BASIS OF EVOLVING INTERPRETATIONS OF REGULATION AB TO THE EXTENT REASONABLY PRACTICABLE, UNLESS
OTHERWISE ADVISED IN WRITING BY COUNSEL. THE CUSTODIAN SHALL COOPERATE REASONABLY WITH THE DEPOSITOR,
THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO DELIVER TO THE DEPOSITOR AND THE MASTER SERVICER
(INCLUDING ANY OF THEIR RESPECTIVE ASSIGNEES OR DESIGNEES), ANY AND ALL DISCLOSURE, STATEMENTS, REPORTS,
CERTIFICATIONS, RECORDS AND ANY OTHER INFORMATION NECESSARY IN THE REASONABLE, GOOD FAITH DETERMINATION
OF THE DEPOSITOR, THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO PERMIT THE DEPOSITOR, THE
MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO COMPLY WITH THE PROVISIONS OF REGULATION AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(a) The Custodian hereby represents and warrants that the information with respect
to the Custodian set forth in the Prospectus Supplement under the caption “Description of the
Certificates-The Custodians” (the “Custodian Disclosure”) does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.
(b) The Custodian shall be deemed to represent to the Depositor as of the date
hereof and on each date on which information is provided to the Depositor under Section 4.3 that, except
as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its Custodian
obligations under this Agreement; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it that would affect or interfere with the performance of its
obligations hereunder; and (iii) there are no affiliations, relationships or transactions relating to
the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer (other than
Countrywide Home Loan Servicing LP), trustee, originator, significant obligor, enhancement or support
provider or other material transaction party (as such terms are used in Regulation AB) relating to the
securitization transaction contemplated by the Pooling and Servicing Agreement, as identified by the
Depositor to the Custodian in writing as of the Closing Date (each, a “Transaction Party”) that would
affect or interfere with the performance of its obligations hereunder and have not been previously
disclosed to the Depositor and the Trustee.
(c) If so requested by the Depositor on any date following the Closing Date, the
Custodian shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (1) of this section or, if any such
representation and warranty is not accurate as of the date of such confirmation, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from
the Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a
reasonable basis for a determination that any of the representations and warranties may not be accurate.
Section 4.3. Additional Information to Be Provided by the Custodian. For so long
as the Certificates are outstanding, for the purpose of satisfying the Depositor’s reporting obligation
under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the
Depositor, the Securities Administrator and the Master Servicer in writing of any material litigation or
governmental proceedings pending against the Custodian (including any such proceedings known to be
contemplated by the governmental authorities) that would be material to Certificateholders, and (b)
provide to the Depositor, Securities Administrator and the Master Servicer a written description of such
proceedings. Any notices and descriptions required under this Section 4.3 shall be given no later than
five Business Days prior to the Determination Date following the month in which the Custodian has
knowledge of the occurrence of the relevant event. As of the date the Depositor, the Securities
Administrator or Master Servicer files each Report on Form 10-D or Form 10-K with respect to the
Certificates, the Custodian will be deemed to represent that any information previously provided under
this Section 4.3, if any, is materially correct and does not have any material omissions unless the
Custodian has provided an update to such information.
Section 4.4. Report on Assessment of Compliance and Attestation. On or before
March 15 of each calendar year in which a Form 10-K is required to be filed with respect to the Trust,
the Custodian shall:
(a) deliver to the Depositor, the Master Servicer and the Securities Administrator
a report (in form and substance reasonably satisfactory to the Depositor) regarding the Custodian’s
assessment of compliance with the Applicable Servicing Criteria as set forth in Exhibit Four during the
immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1122 of Regulation AB. Such report shall be addressed to the Depositor and the Securities
Administrator and signed by an authorized officer of the Custodian, and shall address each of the
Servicing Criteria specified on a certification substantially in the form of Exhibit Four hereto; and
(b) deliver to the Depositor, the Master Servicer and the Securities
Administrator, a report of a registered public accounting firm reasonably acceptable to the Master
Servicer, the Depositor and the Securities Administrator that attests to, and reports on, the assessment
of compliance made by the Custodian and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act.
Section 4.5. Indemnification; Remedies.
(a) The Custodian shall indemnify the Depositor, each affiliate of the Depositor,
the Master Servicer, the Securities Administrator and each broker dealer acting as underwriter,
placement agent or initial purchaser of the Certificates or each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees and agents of each of the foregoing (each,
an “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to
be contained in the Custodian Disclosure and any information, report, certification,
accountants’ attestation or other material provided under this Article IV by or on behalf of the
Custodian (collectively, the “Custodian Information”), or (B) the omission or alleged omission
to state in the Custodian Information a material fact required to be stated in the Custodian
Information or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report,
certification, accountants’ attestation or other material when and as required under this
Article IV; or
(iii) the negligence, bad faith or willful misconduct of the Custodian in
the performance of its obligations under this Article IV.
(b) In the case of any failure of performance described in clause (ii) of Section
4.5(a), the Custodian shall promptly reimburse the Depositor, the Securities Administrator and the
Master Servicer for all costs reasonably incurred by the Depositor and the Master Servicer,
respectively, in order to obtain the information, report, certification, accountants’ letter or other
material not delivered as required by the Custodian.
(c) In no event shall the Custodian or its directors, officers and employees be
liable for any special, indirect or consequential damages from any action taken or omitted to be taken
by it or them hereunder or in connection herewith even if advised of the possibility of such damages.
If the indemnification provided for herein is unavailable or insufficient to hold harmless any
Indemnified Party, then the Custodian agrees that it shall contribute to the amount paid or payable by
such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such
Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified
Party on the one hand and the Custodian on the other. This indemnification shall survive the
termination of this Agreement or the termination of the Custodian.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally,
by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at
the addresses specified on the signature page hereof (unless changed by the particular party whose
address is stated herein by similar notice in writing), in which case the notice will be deemed
delivered when received.
Section 5.2. Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto,
and neither the Depositor, the Master Servicer nor the Trustee shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the
Custodian with written copies thereof.
Section 5.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO).
Section 5.4. Recordation of Agreement. To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Depositor and at the Trust’s expense on direction by the Trustee, but
only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Depositor to the
effect that the failure to effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 5.5. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
[Signature page follows]
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: CITIBANK, N.A.,
as Trustee
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance Agency & Trust BSALTA 2006-7
Telecopy: (000) 000-0000 By:___________________________________
Name:
Title:
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By:___________________________________
Name:
Title:
Address: XXXXX FARGO BANK,
NATIONAL ASSOCIATION, as Master Servicer and as
0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
By:___________________________________
Name:
Title:
Address: TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK N.A., as
Custodian
0000 X. Xxx Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Que
Telephone: (000) 000-0000 By:___________________________________
Facsimile: (000) 000-0000 Name:
Title:
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
On the 31st day of October 2006 before me, a notary public in and for said State,
personally appeared _____________________, known to me to be an _____________________ of Citibank, N.A.,
a national banking association organized under the laws of the United States of America, that executed
the within instrument, and also known to me to be the person who executed it on behalf of said national
banking association and acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________
Notary Public
[SEAL]
STATE OF MARYLAND )
) ss:
COUNTY OF XXXXXX )
On the 31st day of October 2006 before me, a notary public in and for said State,
personally appeared Xxxxxx Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National
Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association, and acknowledged to me
that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________
Notary Public
[SEAL]
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
On the 31st day of October 2006 before me, a notary public in and for said State,
personally appeared Xxxxx Xxxxxxxxxxx, known to me to be a Senior Managing Director\ of Structured Asset
Mortgage Investments II Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss:
COUNTY OF ___________ )
On the 31st day of October 2006 before me, a notary public in and for said State,
personally appeared ______________, known to me to be a __________________ of Treasury Bank, a division
of Countrywide Bank N.A., one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________
Notary Public
[Notarial Seal]
SCHEDULE 1
Mortgage Loans
[Provided upon Request]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
October 31, 2006
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Structured Finance-Agency & Trust, BSALTA 2006-7
Structured Asset Mortgage Investments II Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7
Re: Custodial Agreement, dated as of October 31, 2006, by and among
Citibank, N.A., Structured Asset Mortgage Investments II Inc., Xxxxx
Fargo Bank, National Association and Treasury Bank, a division of
Countrywide Bank N.A. relating to Bear Xxxxxxx ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2006-7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject
to Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies
that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit)
to the extent required in Section 2.01 of the Pooling and Servicing Agreement (other than with respect
to clause (b)(v) thereof, for which no review has been made) with respect to each Mortgage Loan listed
in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK N.A.
By:______________________________________
Name:
Title:
SCHEDULE A TO EXHIBIT ONE
Exceptions
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________ ___, 200__
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Structured Finance-Agency & Trust, BSALTA 2006-7
Structured Asset Mortgage Investments II Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7
Re: Custodial Agreement, dated as of October 31, 2006, by and among
Citibank, N.A., Structured Asset Mortgage Investments II Inc., Xxxxx
Fargo Bank, National Association and Treasury Bank, a division of
Countrywide Bank N.A. relating to Bear Xxxxxxx ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2006-7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required
pursuant to Section 2.01 of the Pooling and Servicing Agreement (other than with respect to clause
(b)(v) thereof, for which no review has been made) with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has
determined that: all required documents have been executed and received and that such documents related
to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A
attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK N.A.
By: ___________________________
Name:
Title:
SCHEDULE A TO EXHIBIT TWO
Exceptions
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________ ____, 200__
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Structured Finance-Agency & Trust, BSALTA 2006-7
Structured Asset Mortgage Investments II Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7
Re: Custodial Agreement, dated as of October 31, 2006, by and among
Citibank, N.A., Structured Asset Mortgage Investments II Inc., Xxxxx
Fargo Bank, National Association and Treasury Bank, a division of
Countrywide Bank N.A. relating to Bear Xxxxxxx ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2006-7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required
pursuant to Section 2.01 of the Pooling and Servicing Agreement (other than with respect to clause
(b)(v) thereof, for which no review has been made) with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has
determined that an original of each document related thereto required to be recorded has been returned
from the related recording office with evidence of recording thereon, or a certified copy has been
obtained from the related recording office, with any exceptions listed in Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK N.A.
By: __________________________
Name:
Title:
SCHEDULE A TO EXHIBIT THREE
Exceptions
EXHIBIT FOUR
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the
criteria identified as below as “Applicable Servicing Criteria”;
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Applicable
Servicing Criteria Servicing Criteria
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Reference Criteria
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General Servicing Considerations
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Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
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If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party’s performance and compliance with such
servicing activities
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Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
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A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
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Cash Collection and Administration
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Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
no more than two business days following receipt and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
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Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
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Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
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The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
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Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, “federally
insured depository institutions” with respect to a foreign
financial institution means a foreign financial institution
1122(d)(2)(v) that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
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Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone
other than the person who prepared the reconciliations; and
(D) contain explanations for reconciling items, These
1122(d)(2)(vii) reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
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Investor Remittances and Reporting
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Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements, (B) provide information calculated
in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i) the trustee’s records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
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Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
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Disbursements made to an investor are posted within two
business days to the servicer’s investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
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Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
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Pool Asset Administration
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Collateral or security on pool assets is maintained as v
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
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Pool assets and related documents are safeguarded as v
1122(d)(4)(ii) required by the transaction agreements.
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Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
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Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the servicer’s obligor records maintained no more than
two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
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The servicer’s records regarding the pool assets agree with
1122(d)(4)(v) the servicer’s records with respect to an obligor’s unpaid
principal balance.
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Changes with respect to the terms or status of an obligor’s
pool asset (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
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Loss mitigation of recovery actions (e.g., forbearance
plans, modifications and deed in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
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Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements., Such records are maintained in at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity’s activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
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Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
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Regarding any funds held in trust for an obligor (such as
escrow accounts); (A) such funds are analyzed, in accordance
with the obligor’s pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
returned to the obligor within 3- calendar days of full
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
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Payments made on behalf of an obligor (such as tax ore
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the service at least 30
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
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Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer’s
funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor’s error or omission.
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1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
two business days to the obligor’s records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
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1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible funds are
recognized and recorded in accordance with the transaction
agreements.
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1122(d)(4)(xv) Any external enhancement or other support, identified in
item 1114(a)(1) through (3) or item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
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EXHIBIT G-2
FORM OF XXXXX FARGO BANK, NA CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
Agreement, dated as of October 31, 2006, by and among CITIBANK, N.A., as trustee (including its
successors under the Pooling and Servicing Agreement defined below, the “Trustee”), STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC., as company (together with any successor in interest, the “Company”), XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as master servicer and securities administrator (together with any
successor in interest or successor under the Pooling and Servicing Agreement referred to below, the
“Master Servicer” or the “Securities Administrator,” as applicable) and XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as custodian (together with any successor in interest or any successor appointed hereunder,
the “Custodian”).
WITNESSETH THAT:
WHEREAS, the Company, EMC, the Master Servicer, the Securities Administrator and the
Trustee have entered into a Pooling and Servicing Agreement, dated as of October 1, 2006, relating to
the issuance of Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7 (as in
effect on the date of this agreement, the “Original Pooling and Servicing Agreement,” and as amended and
supplemented from time to time, the “Pooling and Servicing Agreement”); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee, on behalf of the
Certificateholders, for the purposes of receiving and holding certain documents and other instruments
relating to the mortgage loans (herein referred to as the “Mortgage Loans”) listed on Schedule I
attached hereto (the “Mortgage Loan Schedule”) delivered by the Company or the Master Servicer under the
Pooling and Servicing Agreement and the Servicers under their respective Servicing Agreements, all upon
the terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Company, the Master Servicer and the Custodian hereby
agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the
context herein.
ARTICLE II.
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges (subject to any
exceptions noted in the Initial Certification referred to in Section 2.3(a)) receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule attached hereto and declares that it
holds and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of
all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File relating to the
Mortgage Loans includes one or more assignments of Mortgage to the Trustee in a state which is
specifically excluded from the Opinion of Counsel delivered by the Seller to the Trustee (with a copy to
the Custodian) pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement, each
such assignment shall be delivered, by the Custodian to the Company for the purpose of recording it in
the appropriate public office for real property records, and the Company, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office for real property
records each such assignment of Mortgage and, upon receipt thereof from such public office, shall return
each such assignment of Mortgage to the Custodian.
Section 2.3. Review of Mortgage Files.
(1) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Company, the Master Servicer and the
Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt (subject
to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans.
(2) Within 90 days of the Closing Date (or, with respect to any Substitute
Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian thereof), the
Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.02 of the Pooling and Servicing Agreement, each such document relating to the Mortgage Loans,
and shall deliver to the Company, the Master Servicer and the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all such documents have been executed and received
and that such documents relate to the Mortgage Loans, except for any exceptions listed on Schedule A
attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect,
review or examine said documents, instruments, certificates or other papers to determine that the same
are genuine, enforceable, or appropriate for the represented purpose or that they have actually been
recorded or that they are other than what they purport to be on their face.
(3) Not later than 180 days after the Closing Date (or, with respect to any
Substitute Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian
thereof), the Custodian shall review the Mortgage Files relating to the Mortgage Loans as provided in
Section 2.02 of the Pooling and Servicing Agreement and deliver to the Company, the Master Servicer and
the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the
completeness of such Mortgage Files.
(4) In reviewing the Mortgage Files relating to the Mortgage Loans as provided
herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and
shall not be responsible to verify (i) the validity, legality, enforceability, due authorization,
recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii)
the collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage
File.
Upon receipt of written request from EMC, the Company, the Master Servicer or the Trustee, the
Custodian shall as soon as practicable supply the requesting party with a list of all of the documents
relating to the Mortgage Loans missing from the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by the Company as set
forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage
File, the Custodian shall give prompt written notice to the Company, the Master Servicer, the related
Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of
written notice from the Master Servicer or Trustee that EMC (the “Mortgage Loan Seller”) has repurchased
a Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and that the purchase
price therefore has been deposited in the Master Servicer Collection Account or the Distribution
Account, then the Custodian agrees to promptly release to the Mortgage Loan Seller the related Mortgage
File.
Upon the Custodian’s receipt of a request for release (a “Request for Release”)
substantially in the form of Exhibit D to the Pooling and Servicing Agreement signed by a Servicing
Officer of the related Servicer stating that it has received payment in full of a Mortgage Loan or that
payment in full will be escrowed in a manner customary for such purposes, the Custodian agrees promptly
to release to the related Servicer the related Mortgage File. The Company shall deliver to the Custodian
and the Custodian agrees to accept the Mortgage Note and other documents constituting the Mortgage File
with respect to any Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Mortgage Insurance Policy, the related
Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer requesting
that possession of all of the Mortgage File be released to the related Servicer and certifying as to the
reason for such release and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any of the Insurance Policies. Upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File to the related Servicer. All Mortgage Files so released to the
related Servicer shall be held by it in trust for the Trustee for the use and benefit of all present and
future Certificateholders. The related Servicer shall cause each Mortgage File or any document therein
so released to be returned to the Custodian when the need therefore by the related Servicer no longer
exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Master Servicer Collection Account or the Distribution Account
or (ii) the Mortgage 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, and the
related Servicer has delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery.
At any time that a Servicer is required to deliver to the Custodian a Request for
Release, EMC or the related Servicer shall deliver two copies of the Request for Release if delivered in
hard copy or EMC or the related Servicer may furnish such Request for Release electronically to the
Custodian, in which event the Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage File because of a
repurchase of a Mortgage Loan, such Request for Release shall be accompanied by an assignment of
mortgage, without recourse, representation or warranty from the Trustee to the Mortgage Loan Seller and
the related Mortgage Note shall be endorsed without recourse, representation or warranty by the Trustee
(unless such Mortgage Note was a MERS Loan and not endorsed to the Trustee) and be returned to the
Mortgage Loan Seller. In connection with any Request for Release of a Mortgage File because of the
payment in full of a Mortgage Loan, such Request for Release shall be accompanied by a certificate of
satisfaction or other similar instrument to be executed by or on behalf of the Trustee and returned to
EMC or the related Servicer.
Section 2.6. Assumption Agreements. In the event that any assumption agreement,
substitution of liability agreement or sale of servicing agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and
Servicing Agreement, the Master Servicer, to the extent provided in the related Servicing Agreement,
shall cause the related Servicer to notify the Custodian that such assumption or substitution agreement
has been completed by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered
a part of such Mortgage File to the same extent as all other documents and instruments constituting
parts thereof.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File relating to the Mortgage
Loans which are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the
Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person
other than the Trustee, holds such documents for the benefit of Certificateholders and undertakes to
perform such duties and only such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement with respect to any Mortgage Loan, no
Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Company, the
Servicers or the Master Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Reserved.
Section 3.3. Custodian May Own Certificates. The Custodian in its individual or
any other capacity may become the owner or pledgee of Certificates with the same rights it would have if
it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian’s Fees and Expenses. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be
entitled to, reasonable compensation for all services rendered by it in the exercise and performance of
any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made
by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith
or to the extent that such cost or expense is indemnified by the Company pursuant to the Pooling and
Servicing Agreement.
Section 3.5. Custodian May Resign Trustee May Remove Custodian. The Custodian may
resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to
its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt written notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor Custodian by written
instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and
one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files
and no successor Custodian shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time with the consent of the Master
Servicer. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution
subject to supervision or examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with the Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of
appointment by the successor Custodian. The Trustee shall give prompt notice to the Company and the
Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed
by the Trustee without the prior approval of the Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided that such successor is a depository
institution subject to supervision or examination by federal or state authority and is able to satisfy
the other requirements contained in Section 3.7 and is unaffiliated with the Master Servicer or the
Company.
Section 3.7. Representations of the Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
Section 3.8. Limitation on Liability. Neither the Custodian nor any of its
directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by
it or them hereunder or in connection herewith in good faith and reasonably believed (which belief may
be based upon the written opinion or advice of counsel selected by it in the exercise of reasonable
care) by it or them to be within the purview of this Agreement, except for its or their own negligence,
lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of
the Custodian may rely in good faith on any document of any kind prima facie properly executed and
submitted by any person with authority with respect to any related matters arising hereunder. In no
event shall the Custodian or its directors, officers, agents and employees be held liable for any
special, indirect or consequential damages resulting from any action taken or omitted to be taken by it
or them hereunder or in connection herewith even if advised of the possibility of such damages.
Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the
Trust Fund, the Trustee and each of their respective employees, representatives, affiliates, officers,
directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or
Trust Fund or any such other respective Person, due to any willful misfeasance or negligent or bad faith
performance or non-performance by the Custodian of its duties and responsibilities under this Agreement;
provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount
and any portion of any such amount directly and solely resulting from the willful misfeasance, bad faith
or negligence of such person, and the Custodian’s reliance on written instructions from the Trustee or
the Master Servicer. The provisions of this Section 3.8 shall survive the termination of this Custodial
Agreement.
The Custodian and its directors, officers, employees and agents shall be entitled to
indemnification and defense from the Trust Fund for any loss, liability or expense incurred (other than
as a result of any willful misfeasance or negligent or bad-faith performance or non-performance on their
part), arising out of, or in connection with, the acceptance or administration of the custodial
arrangement created hereunder, including the costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of their powers or duties
hereunder.
ARTICLE IV.
COMPLIANCE WITH REGULATION AB
Section 4.1. Intent of the parties; Reasonableness. The parties hereto
acknowledge and agree that the purpose of this Article IV is to facilitate compliance by the Company,
Master Servicer and the Securities Administrator with the provisions of Regulation AB and related rules
and regulations of the Commission. The Company, Master Servicer and the Securities Administrator shall
not exercise its right to request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange
Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. Each
of the parties hereto acknowledges that interpretations of the requirements of the requirements of
Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or
its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or
otherwise, and agrees to comply with requests made by the Company, Master Servicer and the Securities
Administrator in good faith for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB to the extent reasonably practicable. The Custodian shall cooperate
reasonably with the Company to deliver to the Company, Master Servicer and Securities Administrator
(including any of their respective assignees or designees), any and all disclosure, statements, reports,
certifications, records and any other information necessary in the reasonable, good faith determination
of the Company, Master Servicer and Securities Administrator to permit the Company, Master Servicer and
Securities Administrator to comply with the provisions of Regulation AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(1) The Custodian hereby represents and warrants that the information with respect
to the Custodian set forth in the Prospectus Supplement under the caption “Description of the
Certificates - The Custodians” (the “Custodian Disclosure”) does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.
(2) The Custodian shall be deemed to represent to the Company as of the date
hereof and on each date on which information is provided to the Company under Section 4.3 that, except
as disclosed in writing to the Company prior to such date: (i) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its Custodian
obligations under this Agreement or any other securitization transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending (or known to be
contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to
the Custodian with respect to the Company or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material transaction party (as such terms
are used in Regulation AB) relating to the securitization transaction contemplated by the Original
Pooling and Servicing Agreement, as identified by the Company to the Custodian in writing as of the
Closing Date (each, a “Transaction Party”).
(3) If so requested by the Company on any date following the Closing Date, the
Custodian shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (1) of this section or, if any such
representation and warranty is not accurate as of the date of such confirmation, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from
the Company shall not be given more than once each calendar quarter, unless the Company shall have a
reasonable basis for a determination that any of the representations and warranties may not be accurate.
Section 4.3. Additional Information to Be Provided by the Custodian. For so long
as the Certificates are outstanding, for the purpose of satisfying the Company’s reporting obligation
under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the
Company and the Securities Administrator in writing of any material litigation or governmental
proceedings pending against the Custodian that would be material to Certificateholders, and (b) provide
to the Company and the Securities Administrator a written description of such proceedings. Any notices
and descriptions required under this Section 4.3 shall be given no later than five Business Days prior
to the Determination Date following the month in which the Custodian has knowledge of the occurrence of
the relevant event. As of the date the Company or Securities Administrator files each Report on Form
10-D or Form 10-K with respect to the Certificates, the Custodian will be deemed to represent that any
information previously provided under this Section 4.3, if any, is materially correct and does not have
any material omissions unless the Custodian has provided an update to such information.
Section 4.4. Report on Assessment of Compliance and Attestation. On or before
March 15 of each calendar year, the Custodian shall:
(1) deliver to the Company, the Master Servicer and the Securities Administrator a
report (in form and substance reasonably satisfactory to the Company, the Master Servicer and the
Securities Administrator) regarding the Custodian’s assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Company, the Master
Servicer and the Securities Administrator and signed by an authorized officer of the Custodian, and
shall address each of the Servicing Criteria specified on a certification substantially in the form of
Exhibit Five hereto; and
(2) deliver to the Master Servicer, the Company and the Securities Administrator,
a report of a registered public accounting firm reasonably acceptable to the Master Servicer, the
Company and the Securities Administrator, that attests to, and reports on, the assessment of compliance
made by the Custodian and delivered pursuant to the preceding paragraph. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act.
Section 4.5. Indemnification; Remedies.
(1) The Custodian shall indemnify the Company, each affiliate of the Company, the
Master Servicer, the Securities Administrator, the Trustee and each broker dealer acting as underwriter,
placement agent or initial purchaser of the Certificates or each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees and agents of each of the foregoing, and
shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of
them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be
contained in the Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf of the Custodian
(collectively, the “Custodian Information”), or (B) the omission or alleged omission to state in the
Custodian Information a material fact required to be stated in the Custodian Information or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; or
(ii) any failure by the Custodian to deliver any information, report,
certification, accountants’ attestation or other material when and as required under this Article IV.
(2) In the case of any failure of performance described in clause (ii) of Section
4.5(1), the Custodian shall promptly reimburse the Company, the Securities Administrator and the Master
Servicer for all costs reasonably incurred by the Company in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required by the Custodian.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally,
by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at
the addresses specified on the signature page hereof (unless changed by the particular party whose
address is stated herein by similar notice in writing), in which case the notice will be deemed
delivered when received.
Section 5.2. Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto,
and neither the Company, the Master Servicer nor the Trustee shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the
Custodian with written copies thereof.
Section 5.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 5.4. Recordation of Agreement. To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Company and at the Trust’s expense, but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Company to the effect that the
failure to effect such recordation is likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 5.5. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: CITIBANK, N.A., as Trustee
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 By:_________________________________________
Name:
Attention: Structured Finance Agency & Trust-BSALTA 2006-7 Title:
Telecopy: (000) 000-0000
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
000 Xxxxxxx Xxxxxx By:_________________________________________
Xxx Xxxx, Xxx Xxxx 00000 Name:
Title:
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer and Securities Administrator
0000 Xxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000 By:_________________________________________
Attention: BSALTA 2006-7 Name:
Title:
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Custodian
0000 00xx Xxxxxx By:_________________________________________
Xxxxxxxxxxx, Xxxxxxxxx 00000 Name:
Attention: BSALTA 2006-7 Title:
Telecopier: (000) 000-0000
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 31st day of October, 2006, before me, a notary public in and for said State,
personally appeared _______________, known to me to be a _________________of CITIBANK, N.A., a national
banking association that executed the within instrument, and also known to me to be the person who
executed it on behalf of said association and acknowledged to me that such association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
_____________________________
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of October, 2006, before me, a notary public in and for said State,
personally appeared Xxxxx Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National
Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association, and acknowledged to me
that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
______________________________
Notary Public
[SEAL]
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 31st day of October, 2006, before me, a notary public in and for said State,
personally appeared Xxxxx Xxxxxxxxxxx, known to me to be a Senior Managing Director of Structured Asset
Mortgage Investments II Inc., one of the companies that executed the within instrument, and also known
to me to be the person who executed it on behalf of said company, and acknowledged to me that such
company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
)ss.:
COUNTY OF XXXXXX )
On the 31st day of October, 2006, before me, a notary public in and for said State,
personally appeared __________________, known to me to be a/an _____________________ of Xxxxx Fargo
Bank, National Association, a national banking association that executed the within instrument, and also
known to me to be the person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
SCHEDULE I
MORTGAGE LOAN SCHEDULE
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
__, 20__
----------------------------------------------------------- --------------------------------------------------------
CITIBANK, N.A. Structured Asset Mortgage
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Investments II Inc.
Xxx Xxxx, Xxx Xxxx 00000 000 Xxxxxxx Xxxxxx
Attn: Structured Finance Agency & Trust-BSALTA 0000-0 Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: BSALTA 2006-7
----------------------------------------------------------- --------------------------------------------------------
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7
Re: Custodial Agreement, dated as of October 31, 2006, by and
among CITIBANK, N.A., Structured Asset Mortgage Investments
II Inc. and Xxxxx Fargo Bank, National Association relating
to Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through
Certificates, Series 2006-7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject
to Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies
that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit)
to the extent required in Section 2.01 of the Pooling and Servicing Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:_________________________________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________, 20__
----------------------------------------------------------- --------------------------------------------------------
CITIBANK, N.A. Structured Asset Mortgage
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Investments II Inc.
Xxx Xxxx, Xxx Xxxx 00000 000 Xxxxxxx Xxxxxx
Attn: Structured Finance Agency & Trust-BSALTA 0000-0 Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: BSALTA 2006-7
----------------------------------------------------------- --------------------------------------------------------
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7
Re: Custodial Agreement, dated as of October 31, 2006, by and among
CITIBANK, N.A., Structured Asset Mortgage Investments II Inc.
and Xxxxx Fargo Bank, National Association relating to Bear
Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series
2006-7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required
pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and received and that such
documents related to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:_________________________________________
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________, 20__
----------------------------------------------------------- --------------------------------------------------------
CITIBANK, N.A. Structured Asset Mortgage
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Investments II Inc.
Xxx Xxxx, Xxx Xxxx 00000 000 Xxxxxxx Xxxxxx
Attn: Structured Finance Agency & Trust-BSALTA 0000-0 Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: BSALTA 2006-7
----------------------------------------------------------- --------------------------------------------------------
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7
Re: Custodial Agreement, dated as of October 31, 2006, by and among
CITIBANK, N.A., Structured Asset Mortgage Investments II Inc.
and Xxxxx Fargo Bank, National Association relating to Bear
Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series
2006-7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement and subject
to Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby
certifies that, subject to any exceptions listed on Schedule A attached hereto, it has received a
Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule containing with
respect to each such Mortgage Loan:
(i) The original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or (B) in the case of a Mortgage Loan in the MERS System, in blank, and in each case
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing
it to the Trustee or a lost note affidavit together with a copy of the related Mortgage Note;
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall
have been recorded (or if the original is not available, a copy), with evidence of such
recording indicated thereon;
(iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which
may be in the form of a blanket assignment if permitted in the jurisdiction in which the
Mortgaged Property is located) to CITIBANK, N.A., as Trustee, with evidence of recording with
respect to each Mortgage Loan in the name of the Trustee thereon;
(iv) all intervening assignments of the Security Instrument, if applicable and only to
the extent available to the Seller with evidence of recording thereon;
(v) the original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee’s certificate of title
insurance or commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement or in the Pooling and Servicing Agreement, as
applicable.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:_________________________________________
Name:
Title:
EXHIBIT FOUR
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the
criteria identified as below as “Applicable Servicing Criteria”;
-------------------------------------------------------------------------------------- ----------------------
Applicable
Servicing Criteria Servicing Criteria
-------------------------------------------------------------------------------------- ----------------------
----------------------- -------------------------------------------------------------- ----------------------
Reference Criteria
----------------------- -------------------------------------------------------------- ----------------------
General Servicing Considerations
----------------------- -------------------------------------------------------------- ----------------------
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party’s performance and compliance with such
servicing activities
----------------------- -------------------------------------------------------------- ----------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
----------------------- -------------------------------------------------------------- ----------------------
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Cash Collection and Administration
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
no more than two business days following receipt and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
----------------------- -------------------------------------------------------------- ----------------------
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, “federally
insured depository institutions” with respect to a foreign
financial institution means a foreign financial institution
1122(d)(2)(v) that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
----------------------- -------------------------------------------------------------- ----------------------
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone
other than ther person who prepared the reconciliations; and
(D) contain explanations for reconciling items, These
1122(d)(2)(vii) reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Investor Remittances and Reporting
----------------------- -------------------------------------------------------------- ----------------------
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements, (B) provide information calculated
in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i) the trustee’s records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
----------------------- -------------------------------------------------------------- ----------------------
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two
business days to the servicer’s investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
----------------------- -------------------------------------------------------------- ----------------------
Pool Asset Administration
----------------------- -------------------------------------------------------------- ----------------------
Collateral or security on pool assets is maintained as v
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
----------------------- -------------------------------------------------------------- ----------------------
Pool assets and related documents are safeguarded as v*
1122(d)(4)(ii) required by the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the servicer’s obligor records maintained no more than
two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
The servicer’s records regarding the pool assets agree with
1122(d)(4)(v) the servicer’s records with respect to an obligor’s unpaid
principal balance.
----------------------- -------------------------------------------------------------- ----------------------
Changes with respect to the terms or status of an obligor’s
pool asset (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
----------------------- -------------------------------------------------------------- ----------------------
Loss mitigation of recovery actions (e.g., forbearance
plans, modifications and deed in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
----------------------- -------------------------------------------------------------- ----------------------
Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements., Such records are maintained in at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity’s activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
----------------------- -------------------------------------------------------------- ----------------------
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
Regarding any funds held in trust for an obligor (such as
escrow accounts); (A) such funds are analyzed, in accordance
with the obligor’s pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
returned to the obligor within 3- calendar days of full
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Payments made on behalf of an obligor (such as tax ore
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the service at least 30
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer’s
funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor’s error or omission.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
two business days to the obligor’s records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible funds are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in
item 1114(a)(1) through (3) or item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
* Only with respect to the logistics of adding, removing or substituting loan files.
EXHIBIT H-1
EMC Mortgage Corporation,
Purchaser
and
Countrywide Home Loans, Inc.,
Company
---------------------------------------------------------------------------------------
SELLER'S WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2002
---------------------------------------------------------------------------------------
Residential Adjustable Rate Mortgage Loans
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of
Servicing Files............................................................................13
Section 2.02 Books and Records; Transfers of Mortgage Loans.............................................14
Section 2.03 Delivery of Documents......................................................................15
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES AND BREACH
Section 3.01 Company Representations and Warranties.....................................................16
Section 3.02 Representations and Warranties Regarding Individual Mortgage Loans.........................18
Section 3.03 Remedies for Breach of Representations and Warranties......................................27
Section 3.04 Indemnification............................................................................29
Section 3.05 Repurchase Upon Conversion.................................................................29
Section 3.06 Restrictions and Requirements Applicable in the Event
that a Mortgage Loan is Acquired by a REMIC................................................30
Section 3.07 Review of Mortgage Loans...................................................................31
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer.................................................................32
Section 4.02 Liquidation of Mortgage Loans..............................................................34
Section 4.03 Collection of Mortgage Loan Payments.......................................................35
Section 4.04 Establishment of and Deposits to Custodial Account.........................................35
Section 4.05 Permitted Withdrawals From Custodial Account...............................................37
Section 4.06 Establishment of and Deposits to Escrow Account............................................38
Section 4.07 Permitted Withdrawals From Escrow Account..................................................39
Section 4.08 Payment of Taxes, Insurance and Other Charges..............................................39
Section 4.09 Protection of Accounts.....................................................................40
Section 4.10 Maintenance of Hazard Insurance............................................................40
Section 4.11 Maintenance of Mortgage Impairment Insurance...............................................42
Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance............................42
Section 4.13 Inspections................................................................................43
Section 4.14 Restoration of Mortgaged Property..........................................................43
Section 4.15 Maintenance of PMI and LPMI Policy; Claims.................................................43
Section 4.16 Title, Management and Disposition of REO Property..........................................45
Section 4.17 Real Estate Owned Reports..................................................................46
Section 4.18 Liquidation Reports........................................................................46
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged Property.............................47
Section 4.20 Notification of Adjustments................................................................47
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01 Remittances................................................................................47
Section 5.02 Statements to Purchaser....................................................................48
Section 5.03 Monthly Advances by Company................................................................48
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Transfers of Mortgaged Property............................................................49
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files....................................50
Section 6.03 Servicing Compensation.....................................................................50
Section 6.04 Annual Statement as to Compliance..........................................................51
Section 6.05 Annual Independent Public Accountants' Servicing Report....................................51
Section 6.06 Right to Examine Company Records...........................................................51
ARTICLE VII
AGENCY TRANSFER; PASS-THROUGH TRANSFER
Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency
Transfer, or a Pass-Through Transfer on One or More Reconstitution Dates...................52
Section 7.02 Purchaser's Repurchase and Indemnification Obligations.....................................53
ARTICLE VIII
COMPANY TO COOPERATE
Section 8.01 Provision of Information...................................................................53
Section 8.02 Financial Statements; Servicing Facility...................................................54
ARTICLE IX
THE COMPANY
Section 9.01 Indemnification; Third Party Claims........................................................54
Section 9.02 Merger or Consolidation of the Company.....................................................55
Section 9.03 Limitation on Liability of Company and Others..............................................55
Section 9.04 Limitation on Resignation and Assignment by Company........................................56
ARTICLE X
DEFAULT
Section 10.01 Events of Default..........................................................................56
Section 10.02 Waiver of Defaults.........................................................................58
ARTICLE XI
TERMINATION
Section 11.01 Termination................................................................................58
Section 11.02 Termination Without Cause..................................................................58
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Successor to Company.......................................................................59
Section 12.02 Amendment..................................................................................60
Section 12.03 Governing Law..............................................................................60
Section 12.04 Duration of Agreement......................................................................60
Section 12.05 Notices....................................................................................60
Section 12.06 Severability of Provisions.................................................................61
Section 12.07 Relationship of Parties....................................................................61
Section 12.08 Execution; Successors and Assigns..........................................................61
Section 12.09 Recordation of Assignments of Mortgage.....................................................61
Section 12.10 Assignment by Purchaser....................................................................61
Section 12.11 No Personal Solicitation...................................................................61
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF EACH MORTGAGE FILE
EXHIBIT C MORTGAGE LOAN DOCUMENTS
EXHIBIT D-1 FORM OF CUSTODIAL ACCOUNT
CERTIFICATION
EXHIBIT D-2 FORM OF CUSTODIAL ACCOUNT
LETTER AGREEMENT
EXHIBIT E-1 FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2 FORM OF ESCROW ACCOUNT
LETTER AGREEMENT
EXHIBIT F FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT G FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT H UNDERWRITING GUIDELINES
This is a Seller's Warranties and Servicing Agreement for residential adjustable rate
first lien mortgage loans, dated and effective as of September 1, 2002, and is executed between EMC
Mortgage Corporation, as purchaser (the "Purchaser"), and Countrywide Home Loans, Inc., as seller and
servicer (the "Company").
W I T N E S S E T H:
WHEREAS, from time to time the Purchaser has agreed to purchase from the Company and
from time to time the Company has agreed to sell to the Purchaser certain Mortgage Loans (excluding the
right to service the Mortgage Loans which the Company expressly retains);
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other
security instrument creating a first lien on a residential dwelling located in the jurisdiction
indicated on the related Mortgage Loan Schedule, which is annexed hereto as Exhibit A;
WHEREAS, the Company has agreed to service, from time to time, certain of the Mortgage Loans
acquired by the Purchaser in accordance with the terms and provisions of this Agreement; and
WHEREAS, the Purchaser and the Company wish to prescribe the manner of purchase of the Mortgage
Loans and the management, servicing and control of the Mortgage Loans which from time to time are
subject to this 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 is hereby acknowledged, the
Purchaser and the Company agree as follows:
DEFINITIONS
Whenever used herein, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage
servicing practices of prudent mortgage lending institutions which service mortgage loans of the same
type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.
Agency Transfer: The sale or transfer by Purchaser of some or all of the Mortgage
Loans to Xxxxxx Xxx under its Cash Purchase Program or its MBS Swap Program (Special Servicing Option)
or to Xxxxxxx Mac under its Xxxxxxx Xxx Xxxx Program or Gold PC Program, retaining the Company as
"servicer thereunder".
Agreement: This Seller's Warranties and Servicing Agreement and all amendments hereof
and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
Appraised Value: The value set forth in an appraisal made in connection with the
origination of the related Mortgage Loan as the value of the Mortgaged Property.
Approved Flood Certification Provider: Any provider acceptable to Xxxxxx Xxx and
Xxxxxxx Mac.
Assignment and Conveyance: An Assignment and Conveyance in the form of Exhibit 6 to
the Mortgage Loan Purchase Agreement dated as of the date hereof, by and between the Seller and the
Purchaser.
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.
BIF: The Bank Insurance Fund, or any successor thereto.
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 State of New York or California are authorized or
obligated by law or executive order to be closed.
Closing Date: The date set forth on the related Confirmation on which the Purchaser
from time to time shall purchase and the Company from time to time shall sell, the Mortgage Loans listed
on the related Mortgage Loan Schedule.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time or
any successor statute thereto, and applicable U.S. Department of the Treasury regulations issued
pursuant thereto.
Company: Countrywide Home Loans, Inc., or its successor in interest or assigns, or
any successor to the Company under this Agreement appointed as herein provided.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property,
whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or
condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of
the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the parties hereto which relates
to the Mortgage Loans on the related Closing Date.
Convertible Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the Mortgagor is permitted to convert the Mortgage Loan to
a fixed-rate mortgage loan at any time between the first anniversary and the fifth anniversary of the
origination of the mortgage loan.
Custodial Account: The separate account or accounts created and maintained pursuant
to Section 4.04.
Custodial Agreement: That certain Custodial Agreement, dated as of November 23,1999 by
and between the Purchaser and Xxxxx Fargo Bank Minnesota, N.A.
Custodian: The Custodian under the Custodial Agreement, or its successor in interest
or assigns or any successor to the Custodian under the Custodial Agreement as provided therein.
Cut-off Date: The date set forth on the related Confirmation.
Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the Company in
accordance with the terms of this Agreement and which is, in the case of a substitution pursuant to
Section 3.03, replaced or to be replaced with a Qualified Substitute Mortgage Loan.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the
Business Day immediately preceding such 15th day) of the month of the related Remittance Date.
Disqualified Organization: An organization defined as such in Section 860E(e) of the
Code.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage
Loan, exclusive of any days of grace. With respect to the Mortgage Loans for which payment from the
Mortgagor is due on a day other than the first day of the month, such Mortgage Loans will be treated as
if the Monthly Payment is due on the first day of the month of such Due Date.
Due Period: With respect to each Remittance Date, the prior calendar month.
Eligible Investments: Any one or more of the obligations and securities listed below
which investment provides for a date of maturity not later than the Determination Date in each month:
direct obligations of, and obligations fully guaranteed by, the United States of
America, or any agency or instrumentality of the United States of America the obligations of
which are backed by the full faith and credit of the United States of America; and
federal funds, demand and time deposits in, certificates of deposits of, or
bankers' acceptances issued by, any depository institution or trust company incorporated or
organized under the laws of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking authorities, so long as at the time
of such investment or contractual commitment providing for such investment the commercial paper
or other short-term debt obligations of such depository institution or trust company (or, in
the case of a depository institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short-term debt obligations of such holding
company) are rated "P-1" by Xxxxx'x Investors Service, Inc. and the long-term debt obligations
of such holding company) are rated "P-1" by Xxxxx'x Investors Service, Inc. and the long-term
debt obligations of such depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal subsidiary of a holding company,
the long-term debt obligations of such holding company) are rated at least "Aa" by Xxxxx'x
Investors Service, Inc.; investments and securities otherwise acceptable to Xxxxxx Mae and Xxxxxxx
Mac.
provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to the obligations underlying such
instrument, or (ii) both principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of such underlying obligations.
Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be
maintained by the Company pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and maintained pursuant to
Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground
rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums,
fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed
by the Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.
Event of Default: Any one of the conditions or circumstances enumerated in Section
10.01.
Xxxxxx Mae: The Federal National Mortgage Association, or any successor thereto.
Xxxxxx Xxx Guides: The Xxxxxx Xxx Xxxxxxx' Guide and the Xxxxxx Xxx Servicers' Guide
and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section
4.12.
First Remittance Date: As stated in the related Mortgage Loan Purchase Agreement.
5/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage Loan is fixed for the
first five (5) years of the term of the related Mortgage Loan and which thereafter is converted to a
Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not apply to
the initial Interest Rate Adjustment Date for the related Mortgage Loan.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, or any successor thereto.
GEMICO: General Electric Mortgage Insurance Corporation or any successor thereto.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount set
forth on the related Mortgage Note, which amount is added to the Index in accordance with the terms of
the related Mortgage Note to determine on each Interest Rate Adjustment Date, the Mortgage Interest Rate
for such Mortgage Loan.
Index: With respect to any individual Treasury Rate Mortgage Loan, and with respect to
any individual 10/1 ARM Mortgage Loan, 5/1 ARM Mortgage Loan or 3/1 ARM Mortgage Loan commencing from
and after the 120th Monthly Payment, sixtieth Monthly Payment, or the thirty-sixth Monthly Payment
thereof, respectively, Index shall mean a rate per annum equal to the weekly average yield on U.S.
Treasury securities adjusted to a constant maturity of one year as published by the Federal Reserve
Board in statistical release No. H 15 (519) or any similar publication as available 45 days prior to the
Interest Rate Adjustment Date. With respect to any individual LIBOR Mortgage Loan, Index shall mean a
rate per annum equal to the average of interbank offered rates for twelve month U.S. dollar denominated
deposits in the London market as determined as set forth in the related Mortgage Note. With respect to
any individual CD Mortgage Loan, Index shall mean a rate per annum equal to the weekly average yield on
certificates of deposit adjusted to a constant maturity of six months as published by the Federal
Reserve Board in statistical release No. H 15 (519) or similar publication as available 45 days prior to
the Interest Rate Adjustment Date.
Initial Rate Cap: With respect to each Mortgage Loan and the initial Interest Rate
Adjustment Date therefor, a number of percentage points per annum that is set forth in the related
Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum amount by which the
Mortgage Interest Rate for such Mortgage Loan may increase or decrease from the Mortgage Interest Rate
in effect immediately prior to such Interest Rate Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance
policies insuring the Mortgage Loan or the related Mortgaged Property.
Interest Rate Adjustment Date: The date on which an adjustment to the Mortgage
Interest Rate on a Mortgage Note becomes effective.
LIBOR Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement
which contains a provision whereby the interest rate on such Mortgage Loan is adjusted annually based
upon the rate per annum equal to the average of interbank offered rates for twelve month U.S. dollar
denominated deposits in the London market as published in The Wall Street Journal.
Lifetime Mortgage Interest Rate Cap: With respect to each Mortgage Loan, the absolute
maximum Mortgage Interest Rate payable, above which the Mortgage Interest Rate cannot be adjusted. The
Mortgage Interest Rate during the term of a Mortgage Loan shall not at any time exceed the Mortgage
Interest Rate at the time of origination of such Mortgage Loan by more than 5% per
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure
sale or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired
in satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the
Stated Principal Balance of the Mortgage Loan as of the related Cut-off Date (unless otherwise
indicated) to the lesser of (a) the Appraised Value of the Mortgaged Property and (b) if the Mortgage
Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price of the
Mortgaged Property, expressed as a percentage.
LPMI Loan: A Mortgage Loan with a LPMI Policy.
LPMI Policy: A policy of primary mortgage guaranty insurance issued by another
Qualified Insurer pursuant to which the related premium is to be paid by the Servicer of the related
Mortgage Loan from payments of interest made by the Mortgagor in an amount as is set forth in the
related Confirmation and related Mortgage Loan Schedule.
LPMI Fee: With respect to each LPMI Loan, the portion of the Mortgage Interest Rate as
set forth on the related Mortgage Loan Schedule (which shall be payable solely from the interest portion
of Monthly Payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds), which, during
such period prior to the required cancellation of the LPMI Policy, shall be used to pay the premium due
on the related LPMI Policy.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.
MERS System: The system of recording transfers of mortgages electronically maintained
by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
Monthly Advance: The portion of Monthly Payment delinquent with respect to each
Mortgage Loan at the close of business on the Determination Date required to be advanced by the Company
pursuant to Section 5.03 on the Business Day immediately preceding the Remittance Date of the related
month.
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 lien on an unsubordinated estate in fee simple in real property securing the
Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan referred to in
Exhibit B annexed hereto, and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard
insurance policy as described in Section 4.11.
Mortgage Interest Rate: The annual rate at which Interest accrues on any Mortgage Loan
as adjusted from time to time in accordance with the provisions of the related Mortgage Note and in
compliance with the related Initial Rate Cap, Lifetime Mortgage Interest Rate Cap and Periodic Rate Cap,
if any, of the related Mortgage Note.
Mortgage Loan: An individual Convertible or Non-Convertible, Treasury Rate, LIBOR, 5/1
ARM, or 3/1 ARM Mortgage Loan which is the subject of this Agreement, each Mortgage Loan originally sold
and subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation
Proceeds, condemnation proceeds, Insurance Proceeds, REO disposition proceeds, and all other rights,
benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The documents listed in Exhibit C hereto.
Mortgage Loan Package: A pool of Mortgage Loans sold to the Purchaser by the Company
on a Closing Date.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of
interest remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus (i) the
Servicing Fee Rate and (ii) with respect to LPMI Loans, the LPMI Fee.
Mortgage Loan Schedule: With respect to each Mortgage Loan Package, a schedule of
Mortgage Loans annexed hereto as Annex A, such schedule setting forth the following information with
respect to each Mortgage Loan: (1) the Company's Mortgage Loan identifying number; (2) the Mortgagor's
name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) a
code indicating whether the Mortgaged Property is owner-occupied a second home, or an investment
property; (5) the number and type of residential units constituting the Mortgaged Property; (6) the
original months to maturity; (7) the Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate
as of the Cut-off Date; (9) the date on which the initial Monthly Payment was due on the Mortgage Loan;
(10) the stated maturity date; (11) the amount of the Monthly Payment as of the Cut-off Date; (12) the
last payment date on which a payment was actually applied to the outstanding principal balance; (13) the
original principal amount of the Mortgage Loan; (14) the principal balance of the Mortgage Loan as of
the close of business on the Cut-off Date, after deduction of payments of principal due on or before the
Cut-off Date whether or not collected; (15) a code indicating the purpose of the loan (i.e., purchase,
rate and term refinance, equity take-out refinance); (16) a code indicating the documentation style
(i.e. full, alternative or reduced); (17) the Interest Rate Adjustment Date; (18) the Gross Margin; (19)
the lifetime maximum Mortgage Interest Rate under the terms of the Mortgage Note; (20) the date the
Mortgage Loan was originated; (21) the Periodic Rate Cap; (22) a code indicating the company providing
private mortgage insurance; (23) a code indicating if the Mortgage Loan is convertible; (24) the
Servicing Fee Rate; (25) the LPMI Fee, if any; and (26) the Initial Rate Cap. With respect to the
Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following information,
as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current aggregate outstanding
principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage
Loans; and (4) the weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule may
consist of multiple reports that collectively set forth all of the required information.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured
by a Mortgage.
Mortgaged Property: The real property securing repayment of the debt evidenced by a
Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Non-Convertible Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which does not contain a provision whereby the Mortgagor may convert the Mortgage Loan to a
fixed-rate mortgage loan.
Officer's Certificate: A certificate signed by the Chairman of the Board or the Vice
Chairman of the Board or the President or a Vice President or an assistant Vice President and by the
Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries 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
Company, reasonably acceptable to the Purchaser, provided that any Opinion of Counsel relating to
compliance with the REMIC Provisions, must be an opinion of counsel who (i) is in fact independent of
the Company and any master servicer of the Mortgage Loans, (ii) does not have any material direct or
indirect financial interest in the Company or any master servicer of the Mortgage Loans or in an
affiliate of either and (iii) is not connected with the Company or any master servicer of the Mortgage
Loans as an officer, employee, director or person performing similar functions.
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-issued and/or privately placed, rated or unrated, mortgage
pass-through transaction, retaining the Company as "servicer" (with or without a master servicer)
thereunder.
Periodic Rate Cap: With respect to each 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 Interest Rate Adjustment Date above the Mortgage Interest Rate previously in
effect, equal to the rate set forth on the Mortgage Loan Schedule per adjustment.
Person: Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any agency or political
subdivision thereof.
PMI: PMI Mortgage Insurance Co., or any successor thereto.
PMI Policy: A policy of primary mortgage guaranty insurance issued by a Qualified
Insurer, as required by this Agreement with respect to certain Mortgage Loans.
Pool Insurer: Any of GEMICO, PMI or UGI.
Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan that was
subject to a Principal Prepayment in full or in part during any Due Period, which Principal Prepayment
was applied to such Mortgage Loan prior to such Mortgage Loan's Due Date in such Due Period, the amount
of interest (net the related Servicing Fee) 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.
Prime Rate: The prime rate announced to be in effect from time to time, as published
as the average rate in the "Money Rates" section of The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan
which is received in advance of its scheduled Due Date, including any prepayment penalty or premium
thereon and 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: The month preceding the month in which the related
Remittance Date occurs.
Purchaser: EMC Mortgage Corporation or its successor in interest or any successor to
the Purchaser under this Agreement as herein provided.
Qualified Depository: A depository the accounts of which are insured by the FDIC
through the BIF or the SAIF or the debt obligations of which are rated AA (or the equivalent rating
category) or better by national recognized statistical rating organization.
Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed
where required by law to transact mortgage guaranty insurance business and approved as an insurer by
Xxxxxx Xxx or Xxxxxxx Mac.
Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the
Company for a Deleted Mortgage Loan which must, on the date of such substitution, (i) have an
outstanding principal balance, after deduction of all scheduled payments due in the month of
substitution (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage
Loan, an aggregate principal balance), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan; (ii) have a Mortgage Loan Remittance Rate not less than and not more than 2% greater than
the Mortgage Loan Remittance Rate of the Deleted Mortgage Loan; (iii) have a remaining term to maturity
not greater than and not more than one year less than that of the Deleted Mortgage Loan; (iv) have a
Gross Margin not less than that of the Deleted Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections 3.01 and 3.02; (v) use the same Index for determining the Mortgage
Interest Rate as the Deleted Mortgage Loan; (vi) have the same provision with respect to convertibility
as the Deleted Mortgage Loan; and (viii) be a REMIC Eligible Mortgage Loan.
Rating Agency: Any of Fitch, Xxxxx'x or Standard & Poor's or their respective
successors designed by the Purchaser.
Reconstitution Agreements: The agreement or agreements entered into by the Purchaser,
the Company, Xxxxxx Mae or Xxxxxxx Mac 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 or an Agency Transfer as set forth in Section 7.01, including, but not limited to, (i) a Xxxxxx
Mae Mortgage Selling and Servicing Contract, a Pool Purchase Contract, and any and all servicing
agreements and tri-party agreements reasonably required by Xxxxxx Xxx with respect to a Xxxxxx Mae
Transfer, (ii) a Purchase Contract and all purchase documents associated therewith as set forth in the
Xxxxxxx Xxx Xxxxxxx' & Servicers' Guide, and any and all servicing agreements and tri-party agreements
reasonably required by Xxxxxxx Mac with respect to a Xxxxxxx Mac Transfer, and (iii) a Pooling and
Servicing Agreement and/or a subservicing/master servicing agreement and related custodial/trust
agreement and related documents with respect to a Pass-Through Transfer. Such agreement or agreements
shall prescribe the rights and obligations of the Company in servicing the related Mortgage Loans and
shall provide for servicing compensation to the Company (calculated on a weighted average basis for all
the related Mortgage Loans as of the Reconstitution Date), net of any guarantee fees due Xxxxxx Mae or
Xxxxxxx Mac, if applicable, at least equal to the Servicing Fee due the Company in accordance with this
Agreement or the servicing fee required pursuant to the Reconstitution Agreement. The form of relevant
Reconstitution Agreement to be entered into by the Purchaser and/or master servicer or trustee and the
Company with respect to Pass-Through Transfers shall be reasonably satisfactory in form and substance to
the Purchaser and the Company, shall not material increase the Company's obligations or diminish the
Company's rights hereunder and the representations and warranties and servicing provisions contained
therein shall be substantially similar to those contained in this Agreement, unless otherwise mutually
agreed by the parties.
Reconstitution Date: The date or dates on which any or all of the Mortgage Loans
serviced under this Agreement shall be removed from this Agreement and reconstituted as part of an
Agency Transfer or a Pass-Through Transfer pursuant to Section 7.01 hereof. On such date or dates, the
Mortgage Loans transferred shall cease to be covered by this Agreement and the Company's servicing
responsibilities shall cease under this Agreement with respect to the related transferred Mortgage Loans.
Record Date: The close of business of the last Business Day of the month preceding
the month of the related Remittance Date.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D
of the Code.
REMIC Documents: The document or documents creating and governing the administration
of a REMIC.
REMIC Eligible Mortgage Loan: A Mortgage Loan held by a REMIC which satisfies and/or
complies with all applicable REMIC Provisions.
REMIC Provisions: Provisions of the federal income tax law relating to a REMIC, which
appear at Section 860A through 86OG of Subchapter M of Chapter 1, Subtitle A of the Code, and related
provisions, and regulations, rulings or pronouncements promulgated thereunder, as the foregoing may be
in effect from time to time.
Remittance Date: The 18th day (or if such 18th day is not a Business Day, the first
Business Day immediately following) of any month, beginning with the First Remittance Date.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: All amounts received with respect to an REO Disposition
pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf of the
Purchasers through foreclosure or by deed in lieu of foreclosure, as described in Section 4.16.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the Stated
Principal Balance of the Mortgage Loan plus (ii) interest on such Stated Principal Balance at the
Mortgage Loan Remittance Rate from the date on which interest has last been paid and distributed to the
Purchaser to the date of repurchase, less amounts received or advanced in respect of such repurchased
Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Securities Act of 1933 or the 1933 Act: The Securities Act of 1933, as amended.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and
expenses other than Monthly Advances (including reasonable attorneys' fees and disbursements) incurred
in the performance by the Company of its servicing obligations, including, but not limited to, the cost
of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement or
judicial proceedings, including without limitation, foreclosures, (c) the management and liquidation of
any REO Property and (d) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the
Purchaser shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth
of the product of (a) the Servicing Fee Rate and (b) the outstanding 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 (including recoveries with respect to interest from Liquidation Proceeds, to the extent
permitted by Section 4.05) of such Monthly Payment collected by the Company, or as otherwise provided
under Section 4.05.
Servicing Fee Rate: 0.25% per annum with respect to the period prior to the initial
Interest Adjustment Date and, for the 5/1 7/1 and 10/1 ARM Loans 0.375% thereafter.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company
consisting of originals of all documents in the Mortgage File which are not delivered to the Custodian
and copies of the Mortgage Loan Documents listed in Exhibit B the originals of which are delivered to
the Custodian pursuant to Section 2.01.
Servicing Officer: Any officer of the Company involved in or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.
7/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage Loan is fixed for the
first seven (7) years of the term of the related Mortgage Loan and which thereafter is converted to a
Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not apply to
the initial Interest Rate Adjustment Date for the related Mortgage Loan.
Stated Principal Balance: As to each Mortgage Loan, (i) the principal balance of the
Mortgage Loan at the related 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.
Subservicer: Any Subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer for the
servicing of the Mortgage Loans.
10/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage Loan is fixed for the
first ten (10) years of the term of the related Mortgage Loan and which thereafter is converted to a
Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not apply to
the initial Interest Rate Adjustment Date for the related Mortgage Loan.
3/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage Loan is fixed for the
first three (3) years of the term of the related Mortgage Loan and which thereafter is converted to a
Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan.
Treasury Rate Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage Loan is adjusted based
upon the weekly average yield on U.S. Treasury securities.
Underwriting Guidelines: The underwriting guidelines of the Company with respect to
mortgage loans similar to the Mortgage Loans, attached hereto as Exhibit H.
UGI: United Guaranty Residential Insurance Company or any successor thereto.
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing
Files.
The Company, on each Closing Date, does hereby sell, transfer, assign, set over and
convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all the right,
title and interest of the Company in and to the Mortgage Loans in the related Mortgage Loan Package,
excluding the right to service the Mortgage Loans which the Company expressly retains. Pursuant to
Section 2.03, the Company has delivered the Mortgage Loan Documents for each Mortgage Loan in the
Mortgage Loan Package to the Custodian.
The contents of each Mortgage File not delivered to the Custodian are and shall be
held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall
maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals
of the documents in each Mortgage File not delivered to the Custodian. The possession of each Servicing
File by the Company is at the will of the Purchaser for the sole purpose of servicing the related
Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon
the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related
Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all
records and documents with respect to the related Mortgage Loan prepared by or which come into the
possession of the Company shall vest immediately in the Purchaser and shall be retained and maintained
by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. Each
Servicing File shall be segregated from the other books and records of the Company and shall be marked
appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company
shall release its custody of the contents of any Servicing File only in accordance with written
instructions from the Purchaser, unless such release is required as incidental to the Company's
servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to
Section 3.03, 3.05, 3.07, or 6.02.
Books and Records; Transfers of Mortgage Loans.
From and after the sale of the Mortgage Loans to the Purchaser all rights arising out
of the Mortgage Loans in a Mortgage Loan Package including but not limited to all funds received on or
in connection with the Mortgage Loan, shall be received and held by the Company in trust for the benefit
of the Purchaser as owner of the Mortgage Loans, and the Company shall retain record title to the
related Mortgages for the sole purpose of facilitating the servicing and the supervision of the
servicing of the Mortgage Loans.
The sale of each Mortgage Loan in a Mortgage Loan Package shall be reflected on the
Company's balance sheet and other financial statements as a sale of assets by the Company. The Company
shall be responsible for maintaining, and shall maintain, a complete set of books and records for each
Mortgage Loan which shall be marked clearly to reflect the ownership of each Mortgage Loan by the
Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with
all federal, state and local laws, rules and regulations, and requirements of Xxxxxx Xxx or Xxxxxxx Mac,
including but not limited to documentation as to the method used in determining the applicability of the
provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any condominium project for approval by
Xxxxxx Mae and periodic inspection reports as required by Section 4.13. To the extent that original
documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds,
documents maintained by the Company may be in the form of microfilm or microfiche or such other reliable
means of recreating original documents, including but not limited to, optical imagery techniques so long
as the Company complies with the requirements of the Xxxxxx Xxx Selling and Servicing Guide, as amended
from time to time.
The Company shall maintain with respect to each Mortgage Loan and shall make available
for inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser
retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
The Company shall keep at its servicing office books and records in which, subject to
such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For
the purposes of this Agreement, the Company shall be under no obligation to deal with any person with
respect to this agreement or the Mortgage Loans unless the books and records show such person as the
owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer
one or more of the Mortgage Loans, provided, however, that (i) the transferee will not be deemed to be a
Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound
by the terms of this Agreement and an original counterpart of the instrument of transfer and an
assignment and assumption of this Agreement in the form of Exhibit G hereto executed by the transferee
shall have been delivered to the Company, and (ii) with respect to each Mortgage Loan Package, in no
event shall there be more than five Persons at any given time having the status of "Purchaser"
hereunder. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the
transfer, the Company shall xxxx its books and records to reflect the ownership of the Mortgage Loans of
such assignee, and shall release the previous Purchaser from its obligations hereunder with respect to
the Mortgage Loans sold or transferred. Purchaser shall not to transfer to any assignee any pool of
Mortgage Loans with a aggregate outstanding principal balance of less than $10,000,000 without the
consent of the Company; provided, however, if the Company fails to consent to the transfer of a pool of
Mortgage Loans as contemplated in this sentence, Purchaser shall have the right to purchase the
servicing rights associated with such Mortgage Loans at a price to mutually agreed to by Purchaser and
Company, exercising good faith.
Delivery of Documents.
On or before the date which is agreed upon by the Purchaser and the Company in the
related Confirmation, the Company shall deliver and release to the Custodian those Mortgage Loan
Documents as required by this Agreement with respect to each Mortgage Loan in the related Mortgage Loan
Package a list of which is attached to the related Assignment and Conveyance.
On or prior to the related Closing Date, the Custodian shall certify its receipt of
all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as
evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement.
The Company shall be responsible for maintaining the Custodial Agreement for the benefit of the
Purchaser. Purchaser shall pay all fees and expenses of the Custodian.
The Company shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance
with Section 4.01 or 6.01 within one week of their execution, provided, however, that the Company shall
provide the Custodian with a certified true copy of any such document submitted for recordation within
one week of its execution, and shall provide the original of any document submitted for recordation or a
copy of such document certified by the appropriate public recording office to be a true and complete
copy of the original within 180 days of its submission for recordation.
In the event an Officer's Certificate of the Company is delivered to the Custodian
because of a delay caused by the public recording office in returning any recorded document, the Company
shall deliver to the Custodian, within 180 days of the related Closing Date, an Officer's Certificate
which shall (i) identify the recorded document, (ii) state that the recorded document has not been
delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the
amount of time generally required by the applicable recording office to record and return a document
submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered
to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded
document by the date specified in (iv) above. An extension of the date specified in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.
On or prior to the date which is three Business Days prior to the related Closing
Date, the Company shall deliver to the Purchaser the related Mortgage Loan Schedule.
REPRESENTATIONS AND WARRANTIES;
REMEDIES AND BREACH
Company Representations and Warranties.
The Company represents and warrants to the Purchaser that as of each Closing Date:
Due Organization and Authority. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York and has all licenses necessary to
carry on its business as now being conducted and is licensed, qualified and in good standing in each
state where a Mortgaged Property is located if the laws of such state require licensing or qualification
in order to conduct business of the type conducted by the Company, and in any event the Company is in
compliance with the laws of any such state to the extent necessary to ensure the enforceability of the
related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this
Agreement; the Company has the full corporate power and authority to execute and deliver this Agreement
and to perform in accordance herewith; the execution, delivery and performance of this Agreement
(including all instruments of transfer to be delivered pursuant to this Agreement) by the Company and
the consummation of the transactions contemplated hereby have been duly and validly authorized; this
Agreement evidences the valid, binding and enforceable obligation of the Company; and all requisite
corporate action has been taken by the Company to make this Agreement valid and binding upon the Company
in accordance with its terms;
Ordinary Course of Business. The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of the Company, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement are not
subject to the bulk transfer or any similar statutory provisions in effect in any applicable
jurisdiction;
No Conflicts. Neither the execution and delivery of this Agreement, the acquisition
of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser or the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of
this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions
of the Company's charter or by-laws or any legal restriction or any agreement or instrument to which the
Company is now a party or by which it is bound, or constitute a default or result in an acceleration
under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or
decree to which the Company or its property is subject, or impair the ability of the Purchaser to
realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
Ability to Service. The Company is an approved seller/servicer of conventional
residential mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac, with the facilities, procedures, and
experienced personnel necessary for the sound servicing of mortgage loans of the same type as the
Mortgage Loans. The Company is in good standing to sell mortgage loans to and service mortgage loans for
Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited to a change in insurance
coverage, which would make the Company unable to comply with Xxxxxx Mae or Xxxxxxx Mac eligibility
requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac;
Reasonable Servicing Fee. The Company acknowledges and agrees that the Servicing Fee,
as calculated at the Servicing Fee Rate, represents reasonable compensation for performing such services
and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as
compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement.
Ability to Perform. The Company does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained in this Agreement. The
Company is solvent and the sale of the Mortgage Loans is not undertaken to hinder, delay or defraud any
of the Company's creditors;
No Litigation Pending. There is no action, suit, proceeding or investigation pending
or to the best of the Company's knowledge threatened against the Company which, either in any one
instance or in the aggregate, may result in any material adverse change in the business, operations,
financial condition, properties or assets of the Company, or in any material impairment of the right or
ability of the Company to carry on its business substantially as now conducted, or in any material
liability on the part of the Company, or which would draw into question the validity of this Agreement
or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the
Company contemplated herein, or which would be likely to impair materially the ability of the Company to
perform under the terms of this Agreement;
No Consent Required. No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and performance by the Company of or
compliance by the Company with this Agreement or the sale of the Mortgage Loans as evidenced by the
consummation of the transactions contemplated by this Agreement, or if required, such approval has been
obtained prior to the related Closing Date;
Selection Process. The Mortgage Loans were selected from among the adjustable rate
one- to four-family mortgage loans in the Company's portfolio at the related Closing Date as to which
the representations and warranties set forth in Section 3.02 could be made and such selection was not
made in a manner so as to affect adversely the interests of the Purchaser;
Pool Characteristics. With respect to each Mortgage Loan Package, the Mortgage Loan
characteristics set forth on Exhibit 2 to the related Assignment and Conveyance are true and complete.
No Untrue Information. Neither this Agreement nor any statement, report or other
document furnished or to be furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the
statements contained therein not misleading;
Sale Treatment. The Company has determined that the disposition of the Mortgage Loans
pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes;
Financial Statements. There has been no change in the business, operations, financial
condition, properties or assets of the Company since the date of the Company's most recent financial
statements that would have a material adverse effect on its ability to perform its obligations under
this Agreement;
No Brokers' Fees. The Company has not dealt with any broker, investment banker, agent
or other person that may be entitled to any commission or compensation in connection with the sale of
the Mortgage Loans;
Origination. The Company's decision to originate any mortgage loan or to deny any
mortgage loan application is an independent decision based upon Company's Underwriting Guidelines, and
is in no way made as a result of Purchaser's decision to purchase, or not to purchase, or the price
Purchaser may offer to pay for, any such mortgage loan, if originated; and
MERS. The Company is a member of MERS in good standing, and will comply in all
material respects with the rules and procedures of MERS in connection with the servicing of the MERS
Mortgage Loans for as long as such Mortgage Loans are registered with MERS;
Representations and Warranties Regarding Individual Mortgage Loans.
As to each Mortgage Loan, the Company hereby represents and warrants to the Purchaser
that as of the related Closing Date:
Mortgage Loans as Described. The information set forth in each Mortgage Loan Schedule
is complete, true and correct in all material respects;
Payments Current. All payments required to be made up to the related Closing Date for
the Mortgage Loan under the terms of the Mortgage Note have been made and credited. No payment required
under the Mortgage Loan has been more than 30 days delinquent at any time in the twelve months prior to
the related Closing Date. The first Monthly Payment shall be made with respect to the Mortgage Loan on
its Due Date or within the grace period, all in accordance with the terms of the related Mortgage Note;
No Outstanding Charges. There are no defaults in complying with the terms of the
Mortgages, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal
charges, leasehold payments or ground rents which previously became due and owing have been paid, or an
escrow of funds has been established in an amount sufficient to pay for every such item which remains
unpaid and which has been assessed but is not yet due and payable. The Company has not advanced funds,
or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor,
directly or indirectly, for the payment of any amount required under the Mortgage Loan, except for
interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first
installment of principal and interest;
Original Terms Unmodified. The terms of the Mortgage Note and Mortgage have not been
impaired, waived, altered or modified in any respect, except by a written instrument which has been
recorded, if necessary to protect the interests of the Purchaser and which has been delivered to the
Custodian. The substance of any such waiver, alteration or modification has been approved by the issuer
of any related PMI Policy and the title insurer, to the extent required by the policy, and its terms are
reflected on the related Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by the issuer of any related PMI Policy and
the title insurer, to the extent required by the policy, and which assumption agreement is part of the
Mortgage Loan File delivered to the Custodian and the terms of which are reflected in the related
Mortgage Loan Schedule;
No Defenses. The Mortgage Loan is not subject to any right of rescission, set-off,
counterclaim or defense, including without limitation the defense of usury, nor will the operation of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render
either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no
such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and
no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was originated;
Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or other
improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by
fire, hazards of extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located pursuant to insurance policies conforming to the requirements of Section
4.10. If upon origination of the Mortgage Loan, the Mortgaged Property was in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) a flood insurance policy meeting the requirements of the
current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to
the requirements of Section 4.10. All individual insurance policies contain a standard mortgagee clause
naming the Company and its successors and assigns as mortgagee, and all premiums thereon have been paid.
The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek
reimbursement therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has
been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is
not a "master" or "blanket" hazard insurance policy covering the common facilities of a planned unit
development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full
force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon
the consummation of the transactions contemplated by this Agreement. The Company has not engaged in, and
has no knowledge of the Mortgagor's or any Subservicer's having engaged in, any act or omission which
would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or
the validity and binding effect of either, including without limitation, no unlawful fee, unlawful
commission, unlawful kickback or other unlawful compensation or value of any kind has been or will be
received, retained or realized by any attorney, firm or other person or entity, and no such unlawful
items have been received, retained or realized by the Company;
Compliance with Applicable Laws. Any and all requirements of any federal, state or
local law including, without limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loan
have been complied with, and the Company shall maintain in its possession, available for the Purchaser's
inspection, and shall deliver to the Purchaser upon demand, evidence of compliance with all such
requirements;
No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from
the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect
any such release, cancellation, subordination or rescission. The Company has not waived the performance
by the Mortgagor of any action, if the Mortgagor's failure to perform such action would cause the
Mortgage Loan to be in default, nor has the Company waived any default resulting from any action or
inaction by the Mortgagor;
Location and Type of Mortgaged Property. The Mortgaged Property is a fee simple
property located in the state identified in the related Mortgage Loan Schedule and consists of a parcel
of real property with a detached single family residence erected thereon, or an individual condominium
unit in a low-rise condominium project, or an individual unit in a planned unit development, provided,
however, that any condominium project or planned unit development shall conform with the Company's
Underwriting Guidelines regarding such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling. No portion of the Mortgaged Property is used for commercial purposes;
Valid First Lien. The Mortgage is a valid, subsisting, enforceable and perfected
first lien on the Mortgaged Property, including all buildings and improvements on the Mortgaged
Property, and all additions, alterations and replacements made at any time with respect to the
foregoing. The lien of the Mortgage is subject only to:
the lien of current real property taxes and assessments not yet due and payable;
covenants, conditions and restrictions, rights of way, easements and other matters of
the public record as of the date of recording acceptable to mortgage lending institutions
generally and specifically referred to in the lender's title insurance policy delivered to the
originator of the Mortgage Loan and (i) referred to or to otherwise considered in the appraisal
made for the originator of the Mortgage Loan or (ii) which do not adversely affect the
Appraised Value of the Mortgaged Property set forth in such appraisal; and
other matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first
priority security interest on the property described therein and the Company has full right to sell and
assign the same to the Purchaser. The Mortgaged Property was not, as of the date of origination of the
Mortgage Loan, subject to a mortgage, deed of trust, deed to secured debt or other security instrument
creating a lien subordinate to the lien of the Mortgage;
Validity of Mortgage Documents. The Mortgage Note and the Mortgage are genuine, and
each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its
terms. All parties to the Mortgage Note and the Mortgage and any other related agreement had legal
capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage
and any other related agreement, and the Mortgage Note and the Mortgage have been duly and properly
executed by such parties. No fraud was committed by the Company, or to the Company's knowledge by any
other person including the Mortgagor, in connection with the origination or servicing of the Mortgage
Loan. The Company has reviewed all of the documents constituting the Servicing File and has made such
inquiries as it deems necessary to make and confirm the accuracy of the representations set forth
herein;
Full Disbursement of Proceeds. The Mortgage Loan has been closed and the proceeds of
the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder,
and any and all requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
Ownership. The Company is the sole owner of record and holder of the Mortgage Loan.
The Mortgage Loan is not assigned or pledged, and the Company has good and marketable title thereto, and
has full right to transfer and sell the Mortgage Loan therein to the Purchaser free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has
full right and authority subject to no interest or participation of, or agreement with, any other party,
to sell and assign each Mortgage Loan pursuant to this Agreement;
Doing Business. All parties which have had any interest in the Mortgage Loan, whether
as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed
of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws
of the state wherein the Mortgaged Property is located, and (2) organized under the laws of such state,
or (3) qualified to do business in such state, or (4) federal savings and loan associations or national
banks having principal offices in such state, or (5) not doing business in such state;
LTV, PMI Policy. Any Mortgage Loan with an LTV over 80% has a PMI Policy insuring, as
to payment defaults, the excess LTV over 71% (or such other percentage as stated in the related
Confirmation) of the Appraised Value until the LTV of such Mortgage Loan is reduced to 80%. All
provisions of such PMI Policy have been and are being complied with, such policy is in full force and
effect, and all premiums due thereunder have been paid. No action, inaction, or event has occurred and
no state of facts exists that has, or will result in the exclusion from, denial of, or defense to
coverage. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor thereunder to maintain the
PMI Policy and to pay all premiums and charges in connection therewith; provided, that, with respect to
LPMI Loans, the Company is obligated thereunder to maintain the LPMI Policy and to pay all premiums and
charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the
Mortgage Loan Schedule is net of any insurance premium excluded any premium for the LPMI Policy;
Title Insurance. The Mortgage Loan is covered by either (i) an attorney's opinion of
title and abstract of title the form and substance of which is acceptable to mortgage lending
institutions making mortgage loans in the area where the Mortgaged Property is located or (ii) an ALTA
lender's title insurance policy or other generally acceptable form of policy of insurance acceptable to
Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and
qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the
Company, its successors and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan (or to the extent that a Mortgage Note provides for negative
amortization, the maximum amount of negative amortization in accordance with the Mortgage), and against
any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of
the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment, subject only to
the exceptions contained in clauses (1), (2) and (3) of paragraph (j) of this Section 3.02. Where
required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier
of the required mortgage title insurance. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or
any interest therein. The Company is the sole insured of such lender's title insurance policy, and such
lender's title insurance policy is in full force and effect and will be in force and effect upon the
consummation of the transactions contemplated by this Agreement. No claims have been made under such
lender's title insurance policy, and no prior holder of the Mortgage, including the Company, has done,
by act or omission, anything which would impair the coverage of such lender's title insurance policy
including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or
value of any kind has been or will be received, retained or realized by any attorney, firm or other
person or entity, and no such unlawful items have been received, retained or realized by the Company;
No Defaults. There is no default, breach, violation or event of acceleration existing
under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach, violation or event of
acceleration, and neither the Company nor its predecessors have waived any default, breach, violation or
event of acceleration;
No Mechanics' Liens. There are no mechanics' or similar liens or claims which have
been filed for work, labor or material (and no rights are outstanding that under the law could give rise
to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;
Location of Improvements; No Encroachments. All improvements which were considered in
determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property and no improvements on adjoining properties encroach upon
the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in
violation of any applicable zoning law or regulation;
Origination; Payment Terms. The Mortgage Loan was originated by either i) the
Company, which is a FNMA-approved, FHLMC-approved and HUD-approved mortgage banker, or ii) an entity
that is a FNMA-approved, FHLMC-approved and HUD-approved mortgage banker, or a savings and loan
association, a savings bank, a commercial bank or similar banking institution which is supervised and
examined by a Federal or state authority. The interest rate on the related Mortgage Note is adjusted
annually in the case of Treasury Rate Mortgage Loans and LIBOR Mortgage Loans on each Interest Rate
Adjustment Date to equal the Index plus the Gross Margin, subject to the Initial Rate Cap, Periodic Rate
Cap and the Lifetime Mortgage Interest Rate Cap as set forth in the Mortgage Note. The Mortgage Interest
Rate for a 5/1 ARM Mortgage Loan and a 3/1 ARM Mortgage Loan is adjusted annually commencing from and
after the sixtieth Monthly Payment and the thirty-sixth Monthly Payment, respectively, in the same
manner as a Treasury Rate Mortgage Loan and LIBOR Mortgage Loan, provided, however, that the Periodic
Rate Cap does not apply to the initial Interest Rate Adjustment Date for such 5/1 ARM Mortgage Loan (the
Initial Rate Cap does apply). The Mortgage Note is payable each month in monthly installments of
principal and interest, with interest in arrears, and requires Monthly Payments sufficient to amortize
the original principal balance of the Mortgage Loan over a term of no more than 30 years. Each
Convertible Mortgage Loan contains a provision whereby the Mortgagor is permitted to convert the
Mortgage Loan to a fixed-rate mortgage loan at any time between the first and fifth anniversary of the
origination of the Mortgage Loan. No Mortgage Loan has a provision for negative amortization;
Customary Provisions. The Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee's sale of, the Mortgaged
Property pursuant to the proper procedures, the holder of the Mortgage Loan will be able to deliver good
and merchantable title to the Mortgaged Property. There is no homestead or other exemption available to
a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or
the right to foreclose the Mortgage;
Conformance with Underwriting Guidelines. The Mortgage Loan was underwritten in
accordance with the Company's Underwriting Guidelines in effect at the time the Mortgage Loan was
originated.;
Occupancy of the Mortgaged Property. As of the related Closing Date the Mortgaged
Property is lawfully occupied under applicable law. All inspections, licenses and certificates required
to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect
to the use and occupancy of the same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities. The Mortgagor
represented at the time of origination of the Mortgage Loan that the Mortgagor would occupy the
Mortgaged Property as the Mortgagor's primary residence;
No Additional Collateral. The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage and the security interest of any applicable
security agreement or chattel mortgage referred to in (j) above;
Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee,
duly qualified under applicable law to serve as such, has been properly designated and currently so
serves and is named in the Mortgage, and no fees or expenses are or will become payable by the
Purchasers to the trustee under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor;
Acceptable Investment. The Company has no knowledge of any circumstances or
conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause private institutional investors to regard the Mortgage
Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect
the value or marketability of the Mortgage Loan;
Delivery of Mortgage Documents. The Mortgage Note, the Mortgage, the Assignment of
Mortgage and any other documents required to be delivered for the Mortgage Loan by the Company under
this Agreement as set forth in Exhibit C attached hereto have been delivered to the Custodian. The
Company is in possession of a complete, true and accurate Mortgage File in compliance with Exhibit B,
except for such documents the originals of which have been delivered to the Custodian;
Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium
unit or a planned unit development (other than a de minimus planned unit development) such condominium
or planned unit development project meets Company's Underwriting Guidelines with respect to such
condominium or planned unit development;
Transfer of Mortgage Loans. The Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;
Due on Sale. The Mortgage contains an enforceable provision for the acceleration of
the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged
Property is sold or transferred without the prior written consent of the Mortgagor thereunder;
No Buydown Provisions; No Graduated Payments or Contingent Interests. The Mortgage
Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with
funds deposited in any separate account established by the Company, the Mortgagor or anyone on behalf of
the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any other similar
provisions currently in effect which may constitute a "buydown" provision. The Mortgage Loan is not a
graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other
contingent interest feature;
Consolidation of Future Advances. Any future advances made prior to the related
Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and
the secured principal amount, as consolidated, bears a single interest rate and single repayment term.
The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first
lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee's
consolidated interest or by other title evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. The
consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
Mortgaged Property Undamaged. There is no proceeding pending or, to the best of the
Company's knowledge, threatened for the total or partial condemnation of the Mortgaged Property. The
Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado
or other casualty so as to affect adversely the value of the Mortgaged Property as security for the
Mortgage Loan or the use for which the premises were intended; and
Collection Practices; Escrow Deposits. The origination, servicing and collection
practices used with respect to the Mortgage Loan have been in accordance with Accepted Servicing
Practices, and have been in all respects in compliance with all applicable laws and regulations. With
respect to escrow deposits and Escrow Payments, all such payments are in the possession of the Company
and there exist no deficiencies in connection therewith for which customary arrangements for repayment
thereof have not been made. All Escrow Payments have been collected in full compliance with state and
federal law. An escrow of funds is not prohibited by applicable law and has been established in an
amount sufficient to pay for every item which remains unpaid and which has been assessed but is not yet
due and payable. No escrow deposits or Escrow Payments or other charges or payments due the Company have
been capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have
been made in strict compliance with state and federal law and the terms of the related Mortgage Note.
Any interest required to be paid pursuant to state and local law has been properly paid and credited;
Appraisal. The Mortgage File contains an appraisal of the related Mortgage Property
signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed
by the Company, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on
the security thereof; and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Xxxxxx Mae, Xxxxxxx Mac
or Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the
regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;
Soldiers' and Sailors' Relief Act. The Mortgagor has not notified the Company, and
the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Soldiers' and
Sailors' Civil Relief Act of 1940;
Environmental Matters. The Mortgaged Property is free from any and all toxic or
hazardous substances and there exists no violation of any local, state or federal environmental law,
rule or regulation. To the best of the Company's knowledge, there is no pending action or proceeding
directly involving any Mortgaged Property of which the Company is aware in which compliance with any
environmental law, rule or regulation is an issue; and to the best of the Company's knowledge, nothing
further remains to be done to satisfy in full all requirements of each such law, rule or regulation
consisting a prerequisite to use and enjoyment of said property;
No Construction Loans. No Mortgage Loan was made in connection with (i) the
construction or rehabilitation of a Mortgaged Property or (ii) facilitating the trade-in or exchange of
a Mortgaged Property;
Insurance. The Company has caused or will cause to be performed any and all acts
required to preserve the rights and remedies of the Purchaser in any insurance policies applicable to
the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments
of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights
in favor of the Purchaser; No action, inaction, or event has occurred and no state of fact exists or
has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage
under any applicable pool insurance policy, special hazard insurance policy, PMI Policy or bankruptcy
bond, irrespective of the cause of such failure of coverage. In connection with the placement of any
such insurance, no commission, fee, or other compensation has been or will be received by the Company or
any designee of the Company or any corporation in which the Company or any officer, director, or
employee had a financial interest at the time of placement of such insurance;
Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or trustees
for an Illinois land trust or a trustee under a "living trust" and such "living trust" is in compliance
with Xxxxxx Mae guidelines for such trusts.
Predatory Lending Regulations; High Cost Loans. None of the Mortgage Loans are
classified as (a) "high cost" loans under the Home Ownership and Equity Protection Act of 1994 or (b)
"high cost," "threshold," or "predatory" loans under any other applicable state, federal or local law.
Simple Interest Mortgage Loans. None of the Mortgage Loans are simple interest
Mortgage Loans.
Single Premium Credit Life Insurance. None of the proceeds of the Mortgage Loan were
used to finance single-premium credit life insurance policies.
Tax Service Contract The Company has obtained a life of loan, transferable real
estate Tax Service Contract on each Mortgage Loan and such contract is assignable without penalty,
premium or cost to the Purchaser;
Flood Certification Contract. The Company has obtained a life of loan,
transferable flood certification contract with a Approved Flood Certification Provider for each Mortgage
Loan and such contract is assignable without penalty, premium or cost to the Purchaser;
FICO Scores. Each Mortgage Loan has a non-zero FICO score;
Prepayment Fee. With respect to each Mortgage Loan that has a prepayment fee feature,
each such prepayment fee is enforceable and will be enforced by the Company, and each prepayment penalty
in permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment
penalty for a term in excess of five years from the date such Mortgage Loan was originated. Except as
otherwise set forth in the related Mortgage Loan Schedule, with respect to each Mortgage Loan that
contains a prepayment fee, such prepayment fee is at least equal to the lesser of (A) the maximum amount
permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the
amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan; and
Recordation. Each original Mortgage was recorded and, except for those Mortgage Loans
subject to the MERS identification system, all subsequent assignments of the original Mortgage (other
than the assignment to the Purchaser) have been recorded in the appropriate jurisdictions wherein such
recordation is necessary to perfect the lien thereof as against creditors of the Company, or is in the
process of being recorded;
Leaseholds. If the Mortgaged Property is subject to a ground lease or any other
type of leasehold interest, the ground lease or other leasehold interest exceeds the remaining term of
the related Mortgage Loan.
Remedies for Breach of Representations and Warranties.
It is understood and agreed that the representations and warranties set forth in
Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of
the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage
or the examination or failure to examine any Mortgage File. Upon discovery by either the Company or the
Purchaser of a breach of any of the foregoing representations and warranties which materially and
adversely affects the value of the Mortgage Loans or the interest of the Purchaser, or which materially
and adversely affects the interests of Purchaser in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan (in the case of any of the foregoing,
a "Breach"), the party discovering such Breach shall give prompt written notice to the other.
With respect to those representations and warranties which are made to the best of the
Company's knowledge, if it is discovered by the Company or the Purchaser that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value
of the related Mortgage Loan or the interest of the Purchaser (or which materially and adversely affects
the value of a Mortgage Loan or the interests of the Purchaser in the related Mortgage Loan in the case
of a representation and warranty relating to a particular Mortgage Loan), notwithstanding the Company's
lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy
shall be deemed a breach of the applicable representation and warranty.
Within 60 days of the earlier of either discovery by or notice to the Company of any
Breach of a representation or warranty, the Company shall use its best efforts promptly to cure such
Breach in all material respects and, if such Breach cannot be cured, the Company shall, at the
Purchaser's option and subject to Section 3.06, repurchase such Mortgage Loan at the Repurchase Price. In
the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such
Breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Company of
such Breach, all of the Mortgage Loans shall, at the Purchaser's option and subject to Section 3.06, be
repurchased by the Company at the Repurchase Price. However, if the Breach shall involve a
representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any
such Breach within 120 days of the related Closing Date, the Company shall, at the Purchaser's option
and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the
Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in
its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be
effected not later than 120 days after the related Closing Date. If the Company has no Qualified
Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage
Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit
in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next
scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased
Mortgage Loan or Loans and being held in the Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Company shall arrange
for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any
documents held by the Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or
substitution, the Company shall, simultaneously with such reassignment, give written notice to the
Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule
to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of
substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule
to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with
any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage
Loan the representations and warranties set forth in this Agreement except that all such representations
and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The
Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute
Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by
Section 2.03. No substitution will be made in any calendar month after the Determination Date for such
month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due
on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such
substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall be retained by the Company. For the month of substitution, distributions to Purchaser
shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the
Company shall thereafter be entitled to retain all amounts subsequently received by the Company in
respect of such Deleted Mortgage Loan.
For any month in which the Company substitutes a Qualified Substitute Mortgage Loan
for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate
principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than
the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled
principal payments due in the month of substitution). The amount of such shortfall shall be distributed
by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such
substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to
the amount of such shortfall.
Any cause of action against the Company relating to or arising out of the Breach of
any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan
upon (i) discovery of such Breach by the Purchaser or notice thereof by the Company to the Purchaser,
(ii) failure by the Company to cure such Breach or repurchase such Mortgage Loan as specified above, and
(iii) demand upon the Company by the Purchaser for compliance with this Agreement.
Indemnification.
The Company agrees to indemnify the Purchaser and hold it harmless from and against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related any
assertion based on, grounded upon resulting from a Breach of any of the Company's representations and
warranties contained herein. In addition to the obligations of the Company set forth in this Section
3.04, the Purchaser may pursue any and all remedies otherwise available at law or in equity, including,
but not limited to, the right to seek damages. The provisions of this Section 3.04 shall survive
termination of this Agreement.
It is understood and agreed that the obligations of the Company set forth in Sections
3.03 and 3.04 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the
Purchaser constitute the sole remedies of the Purchaser respecting a Breach of the foregoing
representations and warranties.
Repurchase Upon Conversion.
In the event the Mortgagor under any Convertible Mortgage Loan elects to convert said Mortgage Loan
to a fixed rate mortgage loan, as provided in the related Mortgage Note, then the Company shall
repurchase the related Mortgage Loan in the month the conversion takes place and in the manner
prescribed in Section 3.04 at the Repurchase Price.
Restrictions and Requirements Applicable in the Event
that a Mortgage Loan is Acquired by a REMIC
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
provision of this Agreement, the following provisions shall be applicable to such Mortgage Loan:
Repurchase of Mortgage Loans.
With respect to any Mortgage Loan that is not in default or as to which no default is
imminent, no repurchase or substitution pursuant to Subsection 3.03, 3.05, 3.07 or 7.02 shall be made,
unless, if so required by the applicable REMIC Documents the Company has obtained an Opinion of Counsel
to the effect that such repurchase will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to
tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
General Servicing Obligations.
The Company shall sell any REO Property within two years after its acquisition by the
REMIC unless (i) the Company applies for an extension of such two-year period from the Internal Revenue
Service pursuant to the REMIC Provisions and Code Section 856(e)(3), in which event such REO Property
shall be sold within the applicable extension period, or (ii) the Company obtains for the Purchaser an
Opinion of Counsel, addressed to the Purchaser and the Company, to the effect that the holding by the
REMIC of such REO Property subsequent to such two year period will not result in the imposition of taxes
on "prohibited transactions" as defined in Section 860F of the Code or cause the REMIC to fail to
qualify as a REMIC under the REMIC Provisions or comparable provisions of relevant state laws at any
time. The Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely
for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the
receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation
under Section 860G(a)(1) of the Code. Pursuant to its efforts to sell such REO Property, the Company
shall either itself or through an agent selected by the Company protect and conserve such REO Property
in the same manner and to such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of the Purchaser, rent the same,
or any part thereof, as the Company deems to be in the best interest of the Company and the Purchaser
for the period prior to the sale of such REO Property; provided, however, that any rent received or
accrued with respect to such REO Property qualifies as "rents from real property" as defined in Section
856(d) of the Code.
Additional Covenants.
In addition to the provision set forth in this Section 3.06, if a REMIC election is
made with respect to the arrangement under which any of the Mortgage Loans or REO Properties are held,
then, with respect to such Mortgage Loans and/or REO Properties, and notwithstanding the terms of this
Agreement, the Company shall not take any action, cause the REMIC to take any action or fail to take (or
fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a
tax upon the REMIC (including but not limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of the Code and the tax on "contributions" to a REMIC set forth in Section 860G(d) of
the Code) unless the Company has received an Opinion of Counsel (at the expense of the party seeking to
take such action) to the effect that the contemplated action will not endanger such REMIC status or
result in the imposition of any such tax.
If a REMIC election is made with respect to the arrangement under which any Mortgage
Loans or REO Properties are held, the Company shall amend this Agreement such that it will meet all
Rating Agency requirements.
Review of Mortgage Loans
From the related Closing Date until the date 15 days after the related Closing Date,
the Purchaser shall have the right to review the Mortgage Files and obtain BPOs and other property
evaluations on the Mortgaged Properties relating to the Mortgage Loans purchased on the related Closing
Date, with the results of such BPO or property evaluation reviews to be communicated to the Company for
a period up to 15 days after the related Closing Date. In addition, the Purchaser shall have the right
to reject any Mortgage Loan which in the Purchaser's sole determination (i) fails to conform to the
Underwriting Guidelines, (ii) the value of the Mortgaged Property pursuant to any BPO or property
evaluation varies by more than plus or minus 15% from the lesser of (A) the original appraised value of
the Mortgage Property or (B) the purchase price of the Mortgaged Property as of the date of origination
(a "Value Issue"), (iii) the Mortgage Loan is underwritten without verification of the Borrower's income
and assets and there is no credit report and credit score or (iv) the Purchaser deems the Mortgage Loan
not to be an acceptable credit risk. The Company shall repurchase the rejected Mortgage Loan in the
manner prescribed in Section 3.03 upon receipt of notice from the Purchaser of the rejection of such
Mortgage Loan; provided, that, in the event that the Purchaser rejects a Mortgage Loan due to a Value
Issue, the Company may submit to the Purchaser an additional property evaluation for purposes of
demonstrating that the Mortgage Loan does not have a Value Issue. If the Purchaser and the Company fail
to resolve such Value Issue within two weeks of the Purchaser presenting such Value Issue to the
Company, then Company shall have the right to promptly (a) substitute such Mortgage Loan with a
Qualified Substitute Mortgage Loan meeting all the terms hereof, or (b) repurchase such Mortgage Loan in
the manner prescribed in Section 3.03. Any rejected Mortgage Loan shall be removed from the terms of
this Agreement. The Company shall make available all files required by Purchaser in order to complete
its review, including capturing all CRA/HMDA required data fields. Any review performed by the
Purchaser prior to the related Closing Date does not limit the Purchaser's rights or the Company's
obligations under this section. To the extent that the Purchaser's review discloses that the Mortgage
Loans do not conform to the Underwriting Guidelines or the terms set forth in the Purchaser Price and
Terms Letter, the Purchaser may in its sole discretion increase its due diligence review and obtain
additional BPO's or other property evaluations. The additional review may be for any reason including
but not limited to credit quality, property valuations, and data integrity.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Company to Act as Servicer.
The Company shall service and administer the Mortgage Loans and shall have full power
and authority, acting alone, to do any and all things in connection with such servicing and
administration which the Company may deem necessary or desirable, consistent with the terms of this
Agreement and with Accepted Servicing Practices.
Consistent with the terms of this Agreement, the Company 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 the Company's reasonable and prudent
determination such waiver, modification, postponement or indulgence is not materially adverse to
the Purchasers, provided, however, that the Company shall not make any future advances with respect
to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or
such default is, in the judgment of the Company, imminent and the Company has obtained the prior
written consent of the Purchaser) the Company shall not permit any modification of any material
term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate
change the Index, Lifetime Mortgage Interest Rate Cap, Initial Rate Cap or Gross Margin of any
Mortgage Loan, defer or forgive the payment of principal or interest, reduce or increase the
outstanding principal balance (except for actual payments of principal) or change the final
maturity date on such Mortgage Loan. In the event of any such modification which permits the
deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business
Day immediately preceding the Remittance Date in any month in which any such principal or interest
payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with
Section 5.03, the difference between (a) such month's principal and one month's interest at the
Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the
amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to
the same extent as for all other advances made pursuant to Section 5.03. Without limiting the
generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to
execute and deliver on behalf of itself and the Purchasers, 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 Properties. If reasonably required
by the Company, the Purchaser shall furnish the Company with any powers of attorney and other
documents necessary or appropriate to enable the Company to carry out its servicing and
administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Company shall employ procedures
(including collection procedures) and exercise the same care that it customarily employs and exercises
in servicing and administering mortgage loans for its own account, giving due consideration to Accepted
Servicing Practices where such practices do not conflict with the requirements of this Agreement, and
the Purchaser's reliance on the Company.
The Mortgage Loans may be subserviced by the Subservicer on behalf of the Company
provided that the Subservicer is a Xxxxxx Xxx-approved lender or a Xxxxxxx Mac seller/servicer in good
standing, and no event has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or
for seller/servicers imposed by Xxxxxxx Mac, or which would require notification to Xxxxxx Xxx or
Xxxxxxx Mac. The Company may perform any of its servicing responsibilities hereunder or may cause the
Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of
the Subservicer shall not release the Company from any of its obligations hereunder and the Company
shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such
acts and omissions were those of the Company. The Company shall pay all fees and expenses of the
Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee.
At the cost and expense of the Company, without any right of reimbursement from the
Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the
Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer
meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein
shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service
the related Mortgage Loans itself. In the event that the Company's responsibilities and duties under
this Agreement are terminated pursuant to Section 9.04, 10.01 or 11.02, and if requested to do so by the
Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of
the Subservicer as soon as is reasonably possible. The Company shall pay all fees, expenses or penalties
necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's
own funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or
arrangements between the Company and the Subservicer or any reference herein to actions taken through
the Subservicer or otherwise, the Company shall not be relieved of its obligations to the Purchaser and
shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement
with the Subservicer for indemnification of the Company by the Subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Any Subservicing Agreement and any other transactions or services relating to the
Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Company
alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the
Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and
expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the
Company shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received
such payment.
Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not postponed pursuant
to Section 4.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails
to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond
any applicable grace period, the Company shall take such action as (1) the Company would take under
similar circumstances with respect to a similar mortgage loan held for its own account for investment,
(2) shall be consistent with Accepted Servicing Practices, (3) the Company shall determine prudently to
be in the best interest of Purchaser, and (4) is consistent with any related PMI Policy. In the event
that any payment due under any Mortgage Loan is not postponed pursuant to Section 4.01 and remains
delinquent for a period of 90 days or any other default continues for a period of 90 days beyond the
expiration of any grace or cure period, the Company shall commence foreclosure proceedings, provided
that, prior to commencing foreclosure proceedings, the Company shall notify the Purchaser in writing of
the Company's intention to do so, and the Company shall not commence foreclosure proceedings if the
Purchaser objects to such action within 10 Business Days of receiving such notice. In the event the
Purchaser objects to such foreclosure action, the Company shall not be required to make Monthly Advances
with respect to such Mortgage Loan, pursuant to Section 5.03, and the Company's obligation to make such
Monthly Advances shall terminate on the 90th day referred to above. In such connection, the Company
shall from its own funds make all necessary and proper Servicing Advances, provided, however, that the
Company shall not be required to expend its own funds in connection with any foreclosure or towards the
restoration or preservation of any Mortgaged Property, unless it shall determine (a) that such
preservation, restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage
Loan to Purchaser after reimbursement to itself for such expenses and (b) that such expenses will be
recoverable by it either through Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Custodial Account pursuant to Section 4.05) or through Insurance
Proceeds (respecting which it shall have similar priority).
Notwithstanding anything to the contrary contained herein, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable
cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property
to be conducted by a qualified inspector. Upon completion of the inspection, the Company shall promptly
provide the Purchaser with a written report of the environmental inspection.
After reviewing the environmental inspection report, the Purchaser shall determine how
the Company shall proceed with respect to the Mortgaged Property. In the event (a) the environmental
inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances
or wastes and (b) the Purchaser directs the Company to proceed with foreclosure or acceptance of a deed
in lieu of foreclosure, the Company shall be reimbursed for all costs associated with such foreclosure
or acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as
applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to
fully reimburse the Company, the Company shall be entitled to be reimbursed from amounts in the
Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs the Company not to
proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed
for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial
Account pursuant to Section 4.05 hereof.
Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all Mortgage
Loans are paid in full, the Company shall proceed diligently to collect all payments due under each of
the Mortgage Loans when the same shall become due and payable and shall take special care in
ascertaining and estimating Escrow Payments and all other charges that will become due and payable with
respect to the Mortgage Loan and the Mortgaged Property, to the end that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become due and payable.
Establishment of and Deposits to Custodial Account.
The Company shall segregate and hold all funds collected and received pursuant to a
Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and
maintain one or more Custodial Accounts, in the form of time deposit or demand accounts, titled
"Countrywide Home Loans, Inc. in trust for EMC Mortgage Corporation, as purchaser of Residential
Adjustable Rate Mortgage Loans and various Mortgagors". The Custodial Account shall be established with
a Qualified Depository acceptable to the Purchaser. Any funds deposited in the Custodial Account shall
at all times be fully insured to the full extent permitted under applicable law. Funds deposited in the
Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of any
Custodial Account shall be evidenced by a certification in the form of Exhibit D-1 hereto, in the case
of an account established with the Company, or by a letter agreement in the form of Exhibit D-2 hereto,
in the case of an account held by a depository other than the Company. A copy of such certification or
letter agreement shall be furnished to the Purchaser and, upon request, to any subsequent Purchaser.
The Company shall deposit in the Custodial Account within two Business Days of
receipt, and retain therein, the following collections received by the Company and payments made by the
Company after the related Cut-off Date, (other than payments of principal and interest due on or before
the related Cut-off Date, or received by the Company prior to the related Cut-off Date but allocable to
a period subsequent thereto or with respect to each LPMI Loan, in the amount of the LPMI Fee):
all payments on account of principal on the Mortgage Loans, including all Principal
Prepayments;
all payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
all Liquidation Proceeds;
all Insurance Proceeds including amounts required to be deposited pursuant to
Section 4.10, Section 4.11, Section 4.14 and Section 4.15;
all Condemnation Proceeds which are not applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with Section 4.14;
any amount required to be deposited in the Custodial Account pursuant to Section
4.01, 4.09, 5.03, 6.01 or 6.02;
any amounts payable in connection with the repurchase of any Mortgage Loan pursuant
to Section 3.03, 3.05 or 3.07 and all amounts required to be deposited by the Company in
connection with a shortfall in principal amount of any Qualified Substitute Mortgage Loan
pursuant to Section 3.03;
with respect to each Principal Prepayment in full or in part, the Prepayment
Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made
from the Company's own funds, without reimbursement therefor up to a maximum amount per month
of the Servicing Fee actually received for such month for the Mortgage Loans;
any amounts required to be deposited by the Company pursuant to Section 4.11 in
connection with the deductible clause in any blanket hazard insurance policy; and
any amounts received with respect to or related to any REO Property and all REO
Disposition Proceeds pursuant to Section 4.16.
The foregoing requirements for deposit into the Custodial Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be
deposited by the Company into the Custodial Account. Any interest paid on funds deposited in the
Custodial Account by the depository institution shall accrue to the benefit of the Company and the
Company shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to
Section 4.05.
Permitted Withdrawals From Custodial Account.
The Company shall, from time to time, withdraw funds from the Custodial Account for
the following purposes:
to make payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
to reimburse itself for Monthly Advances of the Company's funds made pursuant to
Section 5.03, the Company's right to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan which represent late payments of
principal and/or interest respecting which any such advance was made, it being understood that,
in the case of any such reimbursement, the Company's right thereto shall be prior to the rights
of Purchaser, except that, where the Company is required to repurchase a Mortgage Loan pursuant
to Section 3.03, 3.05, 3.07 or 6.02, the Company's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such sections
and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
to reimburse itself for unreimbursed Servicing Advances, and for any unpaid
Servicing Fees, the Company's right to reimburse itself pursuant to this subclause (iii) with
respect to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds and such other amounts as may be collected by the Company from the
Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of
any such reimbursement, the Company's right thereto shall be prior to the rights of Purchaser
except where the Company is required to repurchase a Mortgage Loan pursuant to Section 3.03,
3.05, 3.07 or 6.02, in which case the Company's right to such reimbursement shall be subsequent
to the payment to the Purchasers of the Repurchase Price pursuant to such sections and all
other amounts required to be paid to the Purchasers with respect to such Mortgage Loan;
to pay itself interest on funds deposited in the Custodial Account;
to reimburse itself for expenses incurred and reimbursable to it pursuant to
Section 9.01;
to pay any amount required to be paid pursuant to Section 4.16 related to any REO
Property, it being understood that in the case of any such expenditure or withdrawal related to
a particular REO Property, the amount of such expenditure or withdrawal from the Custodial
Account shall be limited to amounts on deposit in the Custodial Account with respect to the
related REO Property;
to clear and terminate the Custodial Account upon the termination of this
Agreement; and
to withdraw funds deposited in error.
In the event that the Custodial Account is interest bearing, on each Remittance Date,
the Company shall withdraw all funds from the Custodial Account except for those amounts which, pursuant
to Section 5.01, the Company is not obligated to remit on such Remittance Date. The Company may use such
withdrawn funds only for the purposes described in this Section 4.05.
Establishment of and Deposits to Escrow Account.
The Company shall segregate and hold all funds collected and received pursuant to a
Mortgage Loan constituting Escrow Payments separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or
demand accounts, titled, "Countrywide Home Loans, Inc., in trust for the EMC Mortgage Corporation, as
purchaser of Residential Adjustable Rate Mortgage Loans and various Mortgagors". The Escrow Accounts
shall be established with a Qualified Depository, in a manner which shall provide maximum available
insurance thereunder. Funds deposited in the Escrow Account may be drawn on by the Company in accordance
with Section 4.07. The creation of any Escrow Account shall be evidenced by a certification in the form
of Exhibit E-1 hereto, in the case of an account established with the Company, or by a letter agreement
in the form of Exhibit E-2 hereto, in the case of an account held by a depository other than the
Company. A copy of such certification shall be furnished to the Purchaser and, upon request, to any
subsequent Purchaser.
The Company shall deposit in the Escrow Account or Accounts within two Business Days
of receipt, and retain therein:
all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this Agreement; and
all amounts representing Insurance Proceeds or Condemnation Proceeds which are to
be applied to the restoration or repair of any Mortgaged Property.
The Company shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, as set forth in Section 4.07. The Company shall be
entitled to retain any interest paid on funds deposited in the Escrow Account by the depository
institution, other than interest on escrowed funds required by law to be paid to the Mortgagor. To the
extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account may be non-interest bearing or that interest paid thereon is
insufficient for such purposes.
Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the Company only:
to effect timely payments of ground rents, taxes, assessments, water rates,
mortgage insurance premiums, condominium charges, fire and hazard insurance premiums or other
items constituting Escrow Payments for the related Mortgage;
to reimburse the Company for any Servicing Advances made by the Company pursuant to
Section 4.08 with respect to a related Mortgage Loan, but only from amounts received on the
related Mortgage Loan which represent late collections of Escrow Payments thereunder;
to refund to any Mortgagor any funds found to be in excess of the amounts required
under the terms of the related Mortgage Loan;
for transfer to the Custodial Account and application to reduce the principal
balance of the Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage
Note;
for application to restoration or repair of the Mortgaged Property in accordance
with the procedures outlined in Section 4.14;
to pay to the Company, or any Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
to clear and terminate the Escrow Account on the termination of this Agreement; and
to withdraw funds deposited in error.
Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Company shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates, sewer rents, and other charges
which are or may become a lien upon the Mortgaged Property and the status of PMI Policy premiums and
fire and hazard insurance coverage and 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, employing for such purpose deposits of the Mortgagor in the Escrow Account
which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes,
as allowed under the terms of the Mortgage. To the extent that a Mortgage does not provide for Escrow
Payments, the Company shall determine that any such payments are made by the Mortgagor at the time they
first become due. The Company assumes full responsibility for the timely payment of all such bills and
shall effect timely payment of all such charges irrespective of each Mortgagor's faithful performance in
the payment of same or the making of the Escrow Payments, and the Company shall make advances from its
own funds to effect such payments.
Protection of Accounts.
The Company may transfer the Custodial Account or the Escrow Account to a different
Qualified Depository from time to time. Upon any such transfer, the Company shall promptly notify the
Purchaser and deliver to the Purchaser a Custodial Account Certification or Escrow Account Certification
(as applicable) in the form of Exhibit D-1 or E-1 to this agreement.
The Company shall bear any expenses, losses or damages sustained by the Purchaser
because the Custodial Account and/or the Escrow Account are not demand deposit accounts.
Amounts on deposit in the Custodial Account and the Escrow Account may at the option
of the Company be invested in Eligible Investments; provided that in the event that amounts on deposit
in the Custodial Account or the Escrow Account exceed the amount fully insured by the FDIC (the "Insured
Amount") the Company shall be obligated to invest the excess amount over the Insured Amount in Eligible
Investments on the same Business Day as such excess amount becomes present in the Custodial Account or
the Escrow Account. Any such Eligible Investment shall mature no later than the Determination Date next
following the date of such Eligible Investment, provided, however, that if such Eligible Investment is
an obligation of a Qualified Depository (other than the Company) that maintains the Custodial Account or
the Escrow Account, then such Eligible Investment may mature on such Remittance Date. Any such Eligible
Investment shall be made in the name of the Company in trust for the benefit of the Purchaser. All
income on or gain realized from any such Eligible Investment shall be for the benefit of the Company and
may be withdrawn at any time by the Company. Any losses incurred in respect of any such investment shall
be deposited in the Custodial Account or the Escrow Account, by the Company out of its own funds
immediately as realized.
Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan hazard insurance such
that all buildings upon the Mortgaged Property are insured by a generally acceptable insurer rated A:VI
or better in the current Best's Key Rating Guide ("Best's") against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the Mortgaged Property is located, in
an amount which is at least equal to the lesser of (i) the replacement value of the improvements
securing such Mortgage Loan and (ii) the greater of (a) the outstanding principal balance of the
Mortgage Loan and (b) an amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor or the loss payee from becoming a co-insurer.
If a Mortgaged Property is located 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) a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable insurance carrier rated A:VI
or better in Best's in an amount representing coverage equal to the lesser of (i) the minimum amount
required, under the terms of coverage, to compensate for any damage or loss on a replacement cost basis
(or the unpaid balance of the mortgage if replacement cost coverage is not available for the type of
building insured) and (ii) the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company
determines in accordance with applicable law and pursuant to the Xxxxxx Xxx Guides that a Mortgaged
Property is located in a special flood hazard area and is not covered by flood insurance or is covered
in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the
Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage,
and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days
after such notification, the Company shall immediately force place the required flood insurance on the
Mortgagor's behalf.
If a Mortgage is secured by a unit in a condominium project, the Company shall verify
that the coverage required of the owner's association, including hazard, flood, liability, and fidelity
coverage, is being maintained in accordance with then current Xxxxxx Mae requirements, and secure from
the owner's association its agreement to notify the Company promptly of any change in the insurance
coverage or of any condemnation or casualty loss that may have a material effect on the value of the
Mortgaged Property as security.
The Company shall cause to be maintained on each Mortgaged Property earthquake or such
other or additional insurance as may be required pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance, or pursuant to the
requirements of any private mortgage guaranty insurer, or as may be required to conform with Accepted
Servicing Practices.
In the event that any Purchaser or the Company shall determine that the Mortgaged
Property should be insured against loss or damage by hazards and risks not covered by the insurance
required to be maintained by the Mortgagor pursuant to the terms of the Mortgage, the Company shall
communicate and consult with the Mortgagor with respect to the need for such insurance and bring to the
Mortgagor's attention the desirability of protection of the Mortgaged Property.
All policies required hereunder shall name the Company as loss payee and shall be
endorsed with standard or union mortgagee clauses, without contribution, which shall provide for at
least 30 days prior written notice of any cancellation, reduction in amount or material change in
coverage.
The Company shall not interfere with the Mortgagor's freedom of choice in selecting
either his insurance carrier or agent, provided, however, that the Company shall not accept any such
insurance policies from insurance companies unless such companies are rated A:VI or better in Best's and
are licensed to do business in the jurisdiction in which the Mortgaged Property is located. The Company
shall determine that such policies provide sufficient risk coverage and amounts, that they insure the
property owner, and that they properly describe the property address. The Company shall furnish to the
Mortgagor a formal notice of expiration of any such insurance in sufficient time for the Mortgagor to
arrange for renewal coverage by the expiration date.
Pursuant to Section 4.04, any amounts collected by the Company under any such policies
(other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of
the related Mortgaged Property, or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor, in accordance with the Company's normal servicing procedures as specified in
Section 4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.
Maintenance of Mortgage Impairment Insurance.
In the event that the Company shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage on all of the Mortgage
Loans, 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, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section 4.10. Any amounts
collected by the Company under any such policy relating to a Mortgage Loan shall be deposited in the
Custodial Account subject to withdrawal pursuant to Section 4.05. Such policy may contain a deductible
clause, in which case, in the event that there shall not have been maintained on the related Mortgaged
Property a policy complying with Section 4.10, and there shall have been a loss which would have been
covered by such policy, the Company shall deposit in the Custodial Account at the time of such loss the
amount not otherwise payable under the blanket policy because of such deductible clause, such amount to
deposited from the Company's funds, without reimbursement therefor. Upon request of any Purchaser, the
Company shall cause to be delivered to such Purchaser a certified 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 30 days' prior written notice to such Purchaser.
Maintenance of Fidelity Bond and Errors and Omissions Insurance.
The Company shall maintain with responsible companies, at its own expense, a blanket
Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to handle funds, money,
documents or papers relating to the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and
Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket Bond and
shall protect and insure the Company against losses, including forgery, theft, embezzlement, fraud,
errors and omissions and negligent acts of such Company Employees. Such Fidelity Bond and Errors and
Omissions Insurance Policy also shall protect and insure the Company against losses in connection with
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 requiring such Fidelity Bond and Errors
and Omissions Insurance Policy shall diminish or relieve the Company from its duties and obligations as
set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be
acceptable to Xxxxxx Xxx or Xxxxxxx Mac. Upon the request of any Purchaser, the Company shall cause to
be delivered to such Purchaser a certified true copy of such fidelity bond and insurance policy and a
statement from the surety and the insurer that such fidelity bond and insurance policy shall in no event
be terminated or materially modified without 30 days' prior written notice to the Purchaser.
Inspections.
The Company shall inspect the Mortgaged Property as often as deemed necessary by the
Company to assure itself that the value of the Mortgaged Property is being preserved. In addition, if
any Mortgage Loan is more than 60 days delinquent, the Company immediately shall inspect the Mortgaged
Property and shall conduct subsequent inspections in accordance with Accepted Servicing Practices or as
may be required by the primary mortgage guaranty insurer. The Company shall keep a written report of
each such inspection.
Restoration of Mortgaged Property.
The Company need not obtain the approval of the Purchaser prior to releasing any
Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the restoration or repair
of the Mortgaged Property if such release is in accordance with Accepted Servicing Practices. At a
minimum, the Company shall comply with the following conditions in connection with any such release of
Insurance Proceeds or Condemnation Proceeds:
the Company shall receive satisfactory independent verification of completion of
repairs and issuance of any required approvals with respect thereto;
the Company shall take all steps necessary to preserve the priority of the lien of
the Mortgage, including, but not limited to requiring waivers with respect to mechanics' and
materialmen's liens;
the Company shall verify that the Mortgage Loan is not in default; and
pending repairs or restoration, the Company shall place the Insurance Proceeds or
Condemnation Proceeds in the Custodial Account.
If the Purchaser is named as an additional loss payee, the Company is hereby empowered
to endorse any loss draft issued in respect of such a claim in the name of the Purchaser.
Maintenance of PMI and LPMI Policy; Claims.
(a) With respect to each Mortgage Loan with a LTV in excess of 95%, the Company shall:
(i) with respect to Mortgage Loans which are not LPMI Loans, in accordance with state
and federal laws and without any cost to the Purchaser, maintain or cause the Mortgagor to maintain in
full force and effect a PMI Policy with a minimum of 35% coverage insuring that portion of the Mortgage
Loan in excess of 68% (or such other percentage as stated in the related Acknowledgment Agreement) of
value, and shall pay or shall cause the Mortgagor to pay the premium thereon on a timely basis, until
the LTV of such Mortgage Loan is reduced to 80%. In the event that such PMI Policy shall be terminated,
the Company shall obtain from another Qualified Insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated PMI Policy, at substantially the same fee
level. If the insurer shall cease to be a Qualified Insurer, the Company shall determine whether
recoveries under the PMI Policy are jeopardized for reasons related to the financial condition of such
insurer, it being understood that the Company shall in no event have any responsibility or liability for
any failure to recover under the PMI Policy for such reason. If the Company determines that recoveries
are so jeopardized, it shall notify the Purchaser and the Mortgagor, if required, and obtain from
another Qualified Insurer a replacement insurance policy. The Company shall not take any action which
would result in noncoverage under any applicable PMI Policy of any loss which, but for the actions of
the Company would have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 4.01, the Company 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 PMI Policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under such PMI Policy. If such PMI Policy is
terminated as a result of such assumption or substitution of liability, the Company shall obtain a
replacement PMI Policy as provided above.
(ii) with respect to LPMI Loans, maintain in full force and effect an LPMI Policy
insuring that portion of the Mortgage Loan with a minimum of 35% coverage insuring that portion of the
Mortgage Loan in excess of 68% (or such other percentage as stated in the related Acknowledgment
Agreement) of value, and from time to time, withdraw the LPMI Fee with respect to such LPMI Loan from
the Custodial Account in order to pay the premium thereon on a timely basis, until the LTV of such
Mortgage Loan is reduced to 80%. In the event that the interest payments made with respect to any LPMI
Loan are less than the LPMI Fee, the Company shall advance from its own funds the amount of any such
shortfall in the LPMI Fee, in payment of the premium on the related LPMI Policy. Any such advance shall
be a Servicing Advance subject to reimbursement pursuant to the provisions on Section 2.05. In the event
that such LPMI Policy shall be terminated, the Company shall obtain from another Qualified Insurer a
comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated
LPMI Policy, at substantially the same fee level. If the insurer shall cease to be a Qualified Insurer,
the Company shall determine whether recoveries under the LPMI Policy are jeopardized for reasons related
to the financial condition of such insurer, it being understood that the Company shall in no event have
any responsibility or liability for any failure to recover under the LPMI Policy for such reason. If
the Company determines that recoveries are so jeopardized, it shall notify the Purchaser and the
Mortgagor, if required, and obtain from another Qualified Insurer a replacement insurance policy. The
Company shall not take any action which would result in noncoverage under any applicable LPMI Policy of
any loss which, but for the actions of the Company would have been covered thereunder. In connection
with any assumption or substitution agreement entered into or to be entered into pursuant to Section
6.01, the Company shall promptly notify the insurer under the related LPMI Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such LPMI Policy and shall take
all actions which may be required by such insurer as a condition to the continuation of coverage under
such PMI Policy. If such LPMI Policy is terminated as a result of such assumption or substitution of
liability, the Company shall obtain a replacement LPMI Policy as provided above.
(b) In connection with its activities as servicer, the Company agrees to prepare
and present, on behalf of itself and the Purchaser, claims to the insurer under any PMI Policy or LPMI
Policy in a timely fashion in accordance with the terms of such PMI Policy or LPMI Policy and, in this
regard, to take such action as shall be necessary to permit recovery under any PMI Policy or LPMI Policy
respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company
under any PMI Policy or LPMI Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.
(c) Purchaser, in its sole discretion, at any time, may (i) either obtain an
additional PMI Policy on any Mortgage Loan which already has a PMI Policy in place, or (ii) obtain a PMI
Policy for any Mortgage Loan which does not already have a PMI Policy in place. In any event, the
Company agrees to administer such PMI Policies in accordance with the Agreement or any Reconstitution
Agreement.
Title, Management and Disposition of REO Property.
In the event that title to any 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
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 or Persons as shall be consistent with an Opinion of Counsel obtained by the
Company from any attorney duly licensed to practice law in the state where the REO Property is located.
The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such
title is being held as nominee for the Purchaser.
The Company shall manage, conserve, protect and operate each REO Property for the
Purchaser solely for the purpose of its prompt disposition and sale. The Company, either itself or
through an agent selected by the Company, shall manage, conserve, protect and operate the REO Property
in the same manner that it manages, conserves, protects and operates other foreclosed property for its
own account, and in the same manner that similar property in the same locality as the REO Property is
managed. The Company shall attempt to sell the same (and may temporarily rent the same for a period not
greater than one year, except as otherwise provided below) on such terms and conditions as the Company
deems to be in the best interest of the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as
possible and shall sell such REO Property in any event within one year after title has been taken to
such REO Property, unless (i) (A) a REMIC election has not been made with respect to the arrangement
under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives
an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly
liquidation of such REO Property. If a period longer than one year is permitted under the foregoing
sentence and is necessary to sell any REO Property the Company shall report monthly to the Purchaser as
to the progress being made in selling such REO Property.
The Company shall also maintain on each REO Property fire and hazard insurance with
extended coverage in amount which is at least equal to the maximum insurable value of the improvements
which are a part of such property, liability insurance and, to the extent required and available under
the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above.
The disposition of REO Property shall be carried out by the Company at such price, and
upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser. The
proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as
practical thereafter the expenses of such sale shall be paid and the Company shall reimburse itself for
any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made
pursuant to Section 5.03, and on the Remittance Date immediately following the Principal Prepayment
Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the
Custodial Account shall be distributed to the Purchaser.
The Company shall withdraw the Custodial Account funds necessary for the proper
operation, management and maintenance of the REO Property, including the cost of maintaining any hazard
insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, a Subservicer, or
the Company itself. The REO management fee shall be an amount that is reasonable and customary in the
area where the Mortgaged Property is located. The Company shall make monthly distributions on each
Remittance Date to the Purchasers of the net cash flow from the REO Property (which shall equal the
revenues from such REO Property net of the expenses described in this Section 4.16 and of any reserves
reasonably required from time to time to be maintained to satisfy anticipated liabilities for such
expenses).
Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 5.02, the Company shall
furnish to the Purchaser on or before the Remittance Date each month a statement with respect to any REO
Property covering the operation of such REO Property for the previous month and the Company's efforts in
connection with the sale of such REO Property and any rental of such REO Property incidental to the sale
thereof for the previous month. That statement shall be accompanied by such other information as the
Purchaser shall reasonably request.
Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the
Purchaser pursuant to a deed in lieu of foreclosure, the Company shall submit to the Purchaser a
liquidation report with respect to such Mortgaged Property.
Reports of Foreclosures and Abandonments of Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged Property, the Company
shall report such foreclosure or abandonment as required pursuant to Section 6050J of the Code.
Notification of Adjustments.
With respect to each Mortgage Loan, the Company shall adjust the Mortgage Interest
Rate on the related Interest Rate 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, 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. The Company 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. The Company shall promptly upon written
request thereof, 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 the Company, or the Purchaser that the Company has failed to adjust a Mortgage Interest
Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and Mortgage, the Company
shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss
caused the Purchaser thereby.
PAYMENTS TO PURCHASER
Remittances.
On each Remittance Date the Company shall remit by wire transfer of immediately
available funds to the Purchaser (a) all amounts deposited in the Custodial Account as of the close of
business on the Determination Date (net of charges against or withdrawals from the Custodial Account
pursuant to Section 4.05), plus (b) all amounts, if any, which the Company is obligated to distribute
pursuant to Section 5.03, minus (c) any amounts attributable to Principal Prepayments received after the
applicable Principal Prepayment Period which amounts shall be remitted on the following Remittance Date,
together with any additional interest required to be deposited in the Custodial Account in connection
with such Principal Prepayment in accordance with Section 4.04(viii), and minus (d) any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of
the month of the Remittance Date, which amounts shall be remitted on the Remittance Date next succeeding
the Due Period for such amounts.
With respect to any remittance received by the Purchaser after the second Business Day
following the Business Day on which such payment was due, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of
each change, plus three 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 the Company on the date
such late payment 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 payment is made, both inclusive. Such
interest shall be remitted along with the distribution payable on the next succeeding Remittance Date.
The payment by the Company of any such interest shall not be deemed an extension of time for payment or
a waiver of any Event of Default by the Company.
Statements to Purchaser.
Not later than the 10th day of each calendar month, the Company shall furnish to the
Purchaser a Monthly Remittance Advice, with a trial balance report attached thereto, in the form of
Exhibit F annexed hereto electronic medium mutually acceptable to the parties as to the preceding
calendar month and the Due Period in the month of remittance
In addition, not more than 60 days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year. Nothing in this Section 5.02 shall be deemed to
require the Company to prepare any federal income tax return on Internal Revenue Service Form 1066, U.S.
Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly
Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of any REMIC under the REMIC Provisions.
Monthly Advances by Company.
On the Business Day immediately preceding each Remittance Date, either (a) the Company
shall deposit in the Custodial Account from its own funds or (b) if funds are on deposit in the
Custodial Account which are not required to be remitted on the related Remittance Date, the Company may
make an appropriate entry in its records that such funds shall be applied toward the related Monthly
Advance (provided, that any funds so applied shall be replaced by the Company no later than the Business
Day immediately preceding the next Remittance Date), in each case, in an aggregate amount equal to all
Monthly Payments (with interest adjusted to the Mortgage Loan Remittance Rate) which were due on the
Mortgage Loans during the applicable Due Period and which were delinquent at the close of business on
the immediately preceding Determination Date or which were deferred pursuant to Section 4.01. The
Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last
Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the last Remittance
Date prior to the Remittance Date for the distribution of all Liquidation Proceeds and other payments or
recoveries (including Insurance Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan.
In no event shall the Company be obligated to make an advance under this section 5.03
if at the time of such advance it deems such advance to be non-recoverable. The Company shall promptly
deliver an officer's certificate to the Purchaser upon determining that any advance is non-recoverable.
In the event that upon liquidation of the Mortgage Loan, the Liquidation Proceeds are insufficient to
reimburse the Company for any Monthly Advances, the Company shall notify the related Purchaser of such
shortfall by registered mail with sufficient supporting documentation and shall have the right to deduct
such shortfall from the next remittance to be paid to the related Purchaser.
GENERAL SERVICING PROCEDURES
Transfers of Mortgaged Property.
The Company shall use its best efforts to enforce any "due-on-sale" provision
contained in any Mortgage or Mortgage Note and to deny assumption by the person to whom the Mortgaged
Property has been or is about to be sold whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
Property has been conveyed by the Mortgagor, the Company shall, to the extent it has knowledge of such
conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale"
clause applicable thereto, provided, however, that the Company shall not exercise such rights if
prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any
recovery under the related PMI or LPMI Policy, if any.
If the Company reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, the Company shall enter into (i) an assumption and modification agreement with the
person to whom such property has been conveyed, pursuant to which such person becomes liable under the
Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event the Company is
unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note
and the Company has the prior consent of the primary mortgage guaranty insurer, a substitution of
liability agreement with the purchaser of the Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note. If an assumption fee is collected by the Company
for entering into an assumption agreement, a portion of such fee, up to an amount equal to one percent
(1.0%) of the outstanding principal balance of the related Mortgage Loan, will be retained by the
Company as additional servicing compensation, and any portion thereof in excess one percent (1.0%) shall
be deposited in the Custodial Account for the benefit of the Purchaser. In connection with any such
assumption or substitution of liability, neither the Mortgage Interest Rate borne by the related
Mortgage Note, the term of the Mortgage Loan, the Index, the Lifetime Mortgage Interest Rate Cap, the
Initial Rate Cap or the Gross Margin of any Mortgage Loan, nor the outstanding principal amount of the
Mortgage Loan shall be changed.
To the extent that any Mortgage Loan is assumable, the Company shall inquire
diligently into the creditworthiness of the proposed transferee, and shall use the underwriting criteria
for approving the credit of the proposed transferee which are used by Xxxxxx Xxx with respect to
underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed
transferee does not meet such underwriting criteria, the Company diligently shall, to the extent
permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the
Mortgage Loan.
Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a
notification that payment in full will be escrowed in a manner customary for such purposes, the Company
shall notify the Purchaser in the Monthly Remittance Advice as provided in Section 5.02, and may request
the release of any Mortgage Loan Documents. In connection with any such prepayment in full, the Company
shall comply with all applicable laws regarding satisfaction, release or reconveyance with respect to
the Mortgage.
If the Company satisfies or releases a Mortgage without first having obtained payment
in full of the indebtedness secured by the Mortgage or should the Company otherwise prejudice any rights
the Purchaser may have under the mortgage instruments, upon written demand of the Purchaser, the Company
shall repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof in the Custodial
Account within 2 Business Days of receipt of such demand by the Purchaser. The Company shall maintain
the Fidelity Bond and Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring the
Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance
with the procedures set forth herein.
Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw
from the Custodial Account or to retain from interest payments on the Mortgage Loans the amount of its
Servicing Fee. The Servicing Fee shall be payable monthly and shall be computed on the basis of the same
unpaid principal balance and for the period respecting which any related interest payment on a Mortgage
Loan is computed. The Servicing Fee shall be payable only at the time of and with respect to those
Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payment. The
obligation of the Purchaser to pay the Servicing Fee is limited to, and payable solely from, the
interest portion of such Monthly Payments collected by the Company.
Additional servicing compensation in the form of assumption fees, to the extent
provided in Section 6.01, and late payment charges and Prepayment Penalties, shall be retained by the
Company to the extent not required to be deposited in the Custodial Account. The Company shall be
required to pay all expenses incurred by it in connection with its servicing activities hereunder and
shall not be entitled to reimbursement thereof except as specifically provided for herein.
Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in
full, the Company shall not waive, and shall not permit the waiver of, any Prepayment Penalty or portion
thereof required by the terms of the related Mortgage Note unless (i) the Company determines that such
waiver would maximize recovery of Liquidations Proceeds for such Mortgage Loan, taking into account the
value of such Prepayment Penalty, or (ii) (A) the enforeceability therefore is limited (1) by
bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights
generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment or
(B) the enforceability is otherwise limited or prohibited by applicable law.
Annual Statement as to Compliance.
The Company shall deliver to the Purchaser, on or before May 31 each year beginning
May 31, 2003, an Officer's Certificate, stating that (i) a review of the activities of the Company
during the preceding calendar year and of performance under this Agreement has been made under such
officer's supervision, and (ii) the Company has complied fully with the provisions of Article II and
Article IV, and (iii) to the best of such officer's knowledge, based on such review, the Company has
fulfilled all 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 officer and the
nature and status thereof and the action being taken by the Company to cure such default.
Annual Independent Public Accountants' Servicing Report.
On or before May 31st of each year beginning May 31, 2003, the Company, 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 each Purchaser to the effect that
such firm has examined certain documents and records relating to the servicing of the Mortgage Loans and
this Agreement and that such firm is of the opinion that the provisions of Article II and Article IV
have been complied with, and that, on the basis of such examination conducted substantially in
compliance with the Single Attestation Program for Mortgage Bankers, nothing has come to their attention
which would indicate that such servicing has not been conducted in compliance therewith, except for (i)
such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be
set forth in such statement.
Right to Examine Company Records.
The Purchaser shall have the right to examine and audit any and all of the books,
records, or other information of the Company, whether held by the Company or by another on its behalf,
with respect to or concerning this Agreement or the Mortgage Loans, during business hours or at such
other times as may be reasonable under applicable circumstances, upon reasonable advance notice.
AGENCY TRANSFER; PASS-THROUGH TRANSFER
Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer,
or a Pass-Through Transfer on One or More Reconstitution Dates.
The Purchaser and the Company agree that with respect to any Pass-Through Transfer,
Whole Loan Transfer or Agency Transfers, as applicable, the Company shall cooperate with the Purchaser
in effecting such transfers and shall negotiate in good faith and execute any Reconstitution Agreement
required to effectuate the foregoing; provided that, such Reconstitution Agreement shall not materially
increase the Company's obligations or liabilities hereunder, nor diminish any of the Company's rights,
and provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all
publicly available information and appropriate verification of information which may be reasonably
available to the Company, whether through letters of its auditors and counsel or otherwise, as the
Purchaser, trustee or a master servicer shall reasonable request as to the related Mortgage Loans.
Purchaser shall reimburse Company for any and all costs or expenses incurred by Company (i) in obtaining
"accountant comfort letters" with respect to information supplied in response to Purchaser requests,
(ii) in connection with any due diligence performed in connection with a Pass-Through or Whole Loan
Transfer or (iii) making the Mortgage Loan Documents or Servicing Files available to parties
participating in a Pass-Through or Whole Loan Transfer, including without limitation, shipping costs.
Such information may be included in any disclosure document prepared in connection with the Pass-Through
Transfer, Whole Loan Transfer or Agency Transfer, as applicable; provided, however, that Company shall
indemnify the Purchaser against any liability arising from any material omissions or misstatements in
any information supplied by the Company and included in a disclosure document; and provided, further,
that the Purchaser shall indemnify the Company against any liability arising from any information
included in a disclosure document that was not supplied by the Company. The Company shall execute any
Reconstitution Agreements required within a reasonable period of time after receipt of such agreements
which time shall be sufficient for the Company and the Company's counsel to review such agreements.
Company shall use its Best Efforts to complete such review within ten (10) Business Days after mutual
agreement as to the terms thereof, but such time shall not exceed fifteen (15) Business Days after
mutual agreement as to the terms thereof.
The Company shall not be required to restate any representations and warranties as of
the date of any Pass-Through Transfer, Whole Loan Transfer or Agency Transfers other than the
representations and warranties set forth in Section 3.01 (provided, that the Company shall not be
required to restate the representation and warranty set forth in Section 3.01(j)).
In the event of any Agency Transfer, Pass-Through or Whole Loan Transfer, the Company
shall have no obligation to pay any custodial fees charged by the Agency.
Purchaser's Repurchase and Indemnification Obligations.
Upon receipt by the Company of notice from Xxxxxx Xxx, Xxxxxxx Mac or the trustee of a
breach of any Purchaser representation or warranty contained in any Reconstitution Agreement or a
request by Xxxxxx Mae, Xxxxxxx Mac or the trustee, as the case may be, for the repurchase of any
Mortgage Loan transferred to Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer or to a trustee
pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall,
at the direction of the Purchaser, use its best efforts to cure and correct any such breach and to
satisfy the requests or concerns of Xxxxxx Mae, Xxxxxxx Mac, or the trustee related to such deficiencies
of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or the trustee.
The Purchaser shall repurchase from the Company any Mortgage Loan transferred to
Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer or to a trustee pursuant to a Pass-Through
Transfer with respect to which the Company has been required by Xxxxxx Mae, Xxxxxxx Mac, or the trustee
to repurchase due to a breach of a representation or warranty made by the Purchaser with respect to the
Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx Mae, Xxxxxxx Mac, or the
trustee in any Reconstitution Agreement and not due to a breach of the Company's representations or
obligations thereunder or pursuant to this Agreement. The repurchase price to be paid by the Purchaser
to the Company shall equal that repurchase price paid by the Company to Xxxxxx Mae, Xxxxxxx Mac, or the
third party purchaser plus all reasonable costs and expenses borne by the Company in connection with the
cure of said breach of a representation or warranty made by the Purchaser and in connection with the
repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, or the trustee, including, but not
limited to, reasonable and necessary attorneys' fees.
At the time of repurchase, the Custodian and the Company shall arrange for the
reassignment of the repurchased Mortgage Loan to the Purchaser according to the Purchaser's instructions
and the delivery to the Custodian of any documents held by Xxxxxx Mae, Xxxxxxx Mac, or the trustee with
respect to the repurchased Mortgage Loan pursuant to the related Reconstitution Agreement. In the event
of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the
Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect
the addition of the repurchased Mortgage Loan to this Agreement. In connection with any such addition,
the Company and the Purchaser shall be deemed to have made as to such repurchased Mortgage Loan the
representations and warranties set forth in this Agreement.
COMPANY TO COOPERATE
Provision of Information.
During the term of this Agreement and provided such request will cause the Company to
violate any applicable law or statute, the Company shall furnish to the Purchaser such periodic,
special, or other reports or information and copies or originals of any documents contained in the
Servicing File for each Mortgage Loan, whether or not provided for herein, as shall be necessary,
reasonable, or appropriate with respect to the Purchaser, any regulatory requirement pertaining to the
Purchaser or the purposes of this Agreement. All such reports, documents or information shall be
provided by and in accordance with all reasonable instructions and directions which the Purchaser may
give. Purchaser shall pay any costs related to any special reports.
The Company shall execute and deliver all such instruments and take all such action as
the Purchaser may reasonably request from time to time, in order to effectuate the purposes and to carry
out the terms of this Agreement.
Financial Statements; Servicing Facility.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a
prospective Purchaser a Consolidated Statement of Operations of the Company for the most recently
completed five fiscal years for which such a statement is available, as well as a Consolidated Statement
of Condition at the end of the last two fiscal years covered by such Consolidated Statement of
Operations. The Company also shall make available any comparable interim statements to the extent any
such statements have been prepared by or on behalf of the Company (and are available upon request to
members or stockholders of the Company or to the public at large). If it has not already done so, the
Company shall furnish promptly to the Purchaser copies of the statement specified above. Unless
requested the Purchaser, the Company shall not be required to deliver any documents which are publicly
available on XXXXX.
The Company also shall make available to Purchaser or prospective Purchaser a
knowledgeable financial or accounting officer for the purpose of answering questions respecting recent
developments affecting the Company or the financial statements of the Company, and to permit any
prospective Purchaser to inspect the Company's servicing facilities or those of any Subservicer for the
purpose of satisfying such prospective Purchaser that the Company and any Subservicer have the ability
to service the Mortgage Loans as provided in this Agreement.
THE COMPANY
Indemnification; Third Party Claims.
The Company shall indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, and forfeitures, including, but not limited to reasonable and
necessary legal 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 the Company to (a) perform its duties and
service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution
Agreement entered into pursuant to Section 7.01, and/or (b) comply with applicable law. The Company
immediately shall notify the Purchaser if a claim is made by a third party with respect to this
Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Xxxxxx Xxx,
Xxxxxxx Mac, or the trustee with respect to any claim made by a third party with respect to any
Reconstitution Agreement, assume (with the prior written consent of the Purchaser) the defense of any
such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree in the amount of $5,000 or less, which may be entered
against it or the Purchaser in respect of such claim. The Company shall follow any written instructions
received from the Purchaser in connection with such claim. The Purchaser promptly shall reimburse the
Company for all amounts advanced by it pursuant to the preceding sentence except when the claim is in
any way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Company
to (a) service and administer the Mortgage Loans in strict compliance with the terms of this Agreement
or any Reconstitution Agreement, and/or (b) comply with applicable law.
Merger or Consolidation of the Company.
The Company shall keep in full effect its existence, rights and franchises as a
corporation, and shall 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.
Any person into which the Company may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Company shall be a party, or any
Person succeeding to the business of the Company, shall be the successor of the Company hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or
surviving Person shall be an institution (i) having a net worth of not less than $25,000,000, (ii) whose
deposits are insured by the FDIC through the BIF or the SAIF, and (iii) which is a Xxxxxx Mae-approved
company in good standing.
Limitation on Liability of Company and Others.
Neither the Company nor any of the directors, officers, employees or agents of the
Company shall be under any liability to the Purchaser for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in judgment, provided,
however, that this provision shall not protect the Company or any such person against any Breach of
warranties or representations made herein, or failure to perform its obligations in strict 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. The Company and any director,
officer, employee or agent of the Company 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. The Company
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 expense or liability, provided, however, that the Company 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 Company
shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such
action.
Limitation on Resignation and Assignment by Company.
The Purchaser has entered into this Agreement with the Company and subsequent
Purchasers will purchase the Mortgage Loans in reliance upon the independent status of the Company, and
the representations as to the adequacy of its servicing facilities, plant, personnel, records and
procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore,
the Company shall neither assign this Agreement or the servicing hereunder or delegate its rights or
duties hereunder or any portion hereof (to other than a Subservicer) or sell or otherwise dispose of all
or substantially all of its property or assets without the prior written consent of the Purchaser, which
consent shall be granted or withheld in the sole discretion of the Purchaser; provided, however, that
the Company may assign its right and obligations hereunder to any entity that is directly or indirectly
owned or controlled by the Company and the Company guarantees the performance by such entity of all
obligations hereunder.
The Company shall not resign from the obligations and duties hereby imposed on it
except by mutual consent of the Company and the Purchaser or upon the determination that its duties
hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the
Company. Any such determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form
and substance acceptable to the Purchaser. No such resignation shall become effective until a successor
shall have assumed the Company's responsibilities and obligations hereunder in the manner provided in
Section 12.01.
Without in any way limiting the generality of this Section 9.04, in the event that the
Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its
duties hereunder or any portion thereof (to other than a Subservicer) or sell or otherwise dispose of
all or substantially all of its property or assets, without the prior written consent of the Purchaser,
then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in
Section 10.01, without any payment of any penalty or damages and without any liability whatsoever to the
Company or any third party.
DEFAULT
Events of Default.
Each of the following shall constitute an Event of Default on the part of the Company:
any failure by the Company to remit to the Purchaser any payment required to be
made under the terms of this Agreement which continues unremedied for a period of three days
after the date upon which written notice of such failure, requiring the same to be remedied,
shall have been given to the Company by the Purchaser; or
failure by the Company duly to observe or perform in any material respect any other
of the covenants or agreements on the part of the Company set forth in this Agreement which
continues unremedied for a period of 30 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Company by the
Purchaser; or
failure by the Company to maintain its license to do business in any jurisdiction
where the Mortgage Property is located if such license is necessary for the Company to legally
service the related Mortgage Loan; or
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, readjustment
of debt, including bankruptcy, marshaling of assets and liabilities or similar proceedings, or
for the winding-up or liquidation of its affairs, shall have been entered against the Company
and such decree or order shall have remained in force undischarged or unstayed for a period of
60 days; or
the Company shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to the Company or of or relating to all or substantially all
of its property; or
the Company 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, bankruptcy or
reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or cease its normal business operations for three Business
Days; or
the Company ceases to meet the qualifications of a Xxxxxx Xxx lender or servicer; or
the Company fails to maintain a minimum net worth of $25,000,000; or
the Company attempts to assign its right to servicing compensation hereunder or the
Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or
substantially all of its property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion thereof (to other
than a Subservicer) in violation of Section 9.04.
In each and every such case, so long as an Event of Default shall not have been
remedied, in addition to whatsoever rights the Purchaser may have at law or equity to damages, including
injunctive relief and specific performance, the Purchaser, by notice in writing to the Company, may
terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage
Loans and the proceeds thereof.
Upon receipt by the Company of such written notice, all authority and power of the
Company under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and
be vested in the successor appointed pursuant to Section 12.01. Upon written request from any Purchaser,
the Company shall prepare, execute and deliver to the successor entity designated by the Purchaser any
and all documents and other instruments, place in such successor's possession all Mortgage Files, and do
or cause to be done all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, including but not limited to the transfer and endorsement or assignment of the
Mortgage Loans and related documents, at the Company's sole expense. The Company shall cooperate with
the Purchaser and such successor in effecting the termination of the Company's responsibilities and
rights hereunder, including without limitation, the transfer to such successor for administration by it
of all cash amounts which shall at the time be credited by the Company to the Custodial Account or
Escrow Account or thereafter received with respect to the Mortgage Loans.
Waiver of Defaults.
By a written notice, the Purchaser may waive any default by the Company in the
performance of its obligations hereunder and its consequences. Upon any waiver of a past default, such
default shall cease to exist, and any Event 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 thereon except to the extent expressly so waived.
TERMINATION
Termination.
This Agreement shall terminate upon either: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of
any REO Property with respect to the last Mortgage Loan and the remittance of all funds due hereunder;
or (ii) mutual consent of the Company and the Purchaser in writing.
Termination Without Cause.
The Purchaser may terminate, at its sole option, any rights the Company may have
hereunder, without cause, as provided in this Section 11.02. Any such notice of termination shall be in
writing and delivered to the Company by registered mail as provided in Section 12.05.
In the event the Purchaser terminates the Company without cause with respect to some
or all of the Mortgage Loans, the Purchaser shall be required to pay to the Company a Termination Fee in
an amount equal to 2.0% of the outstanding principal balance of the terminated Mortgage Loans as of the
date of such termination.
MISCELLANEOUS PROVISIONS
Successor to Company.
Prior to termination of the Company's responsibilities and duties under this Agreement
pursuant to Sections 9.04, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 90 day period has
expired, the Purchaser shall, (i) succeed to and assume all of the Company's responsibilities, rights,
duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set
forth in clauses (i) through (iii) of Section 9.02 and which shall succeed to all rights and assume all
of the responsibilities, duties and liabilities of the Company under this Agreement prior to the
termination of Company's responsibilities, duties and liabilities under this Agreement. In connection
with such appointment and assumption, the Purchaser may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that
the Company's duties, responsibilities and liabilities under this Agreement should be terminated
pursuant to the aforementioned sections, the Company shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date
thereof with the same degree of diligence and prudence which it is obligated to exercise under this
Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Company pursuant to the aforementioned
sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01
and shall in no event relieve the Company of the representations and warranties made pursuant to
Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections 3.03, 3.04, 3.05 and
3.07, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04, 3.05
and 3.07 shall be applicable to the Company notwithstanding any such sale, assignment, resignation or
termination of the Company, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to
the Company and to the Purchaser an instrument accepting such appointment, wherein the successor shall
make the representations and warranties set forth in Section 3.01, except for subsections (f), (h), (i)
and (k) thereof, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as
a party to this Agreement. Any termination or resignation of the Company or termination of this
Agreement pursuant to Section 9.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser
may have against the Company arising out of the Company's actions or failure to act prior to any such
termination or resignation.
The Company shall deliver promptly to the successor servicer the Funds in the
Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by
it hereunder and the Company shall account for all funds and shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and definitively vest in the
successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail
the Purchaser of such appointment in accordance with the procedures set forth in Section 12.05.
Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by
written agreement signed by the Company and the Purchaser.
Governing Law.
This Agreement shall be construed in accordance with the laws of the State of New York
and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
Duration of Agreement.
This Agreement shall continue in existence and effect until terminated as herein
provided. This Agreement shall continue notwithstanding transfers of the Mortgage Loans by the Purchaser.
Notices.
All demands, notices and communications hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid,
addressed as follows:
if to the Company:
Countrywide Home Loans, Inc.,
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
or such other address as may hereafter be furnished to the Purchaser in writing by the Company;
if to Purchaser:
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxx Xxxxx
Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement.
Relationship of Parties.
Nothing herein contained shall be deemed or construed to create a partnership or joint
venture between the parties hereto and the services of the Company shall be rendered as an independent
contractor and not as agent for the Purchaser.
Execution; Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the same agreement. Subject to Section
8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and
their respective successors and assigns.
Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments of Mortgage is
subject to recordation in all appropriate public offices for real property records in all the counties
or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in
any other appropriate public recording office or elsewhere, such recordation to be effected at the
Company's expense in the event recordation is either necessary under applicable law or requested by the
Purchaser at its sole option accordance with Section 14 of the Purchase Agreement.
Assignment by Purchaser.
The Purchaser shall have the right, without the consent of the Company but subject to
the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any
rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement substantially in
the form of Exhibit G hereto. Upon such assignment of rights and assumption of obligations, the assignee
or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such
Mortgage Loans and the Purchaser as assignor shall be released from all obligations hereunder with
respect to such Mortgage Loans from and after the date of such assignment and assumption. All references
to the Purchaser in this Agreement shall be deemed to include its assignee or designee.
No Personal Solicitation.
From and after the related Closing Date, the Company hereby agrees that it will not
take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any
independent contractors or independent mortgage brokerage companies on the Company's behalf, to
personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose of
refinancing such Mortgage Loan; provided, that the Company may solicit any Mortgagor for whom the
Company has received a request for verification of mortgage, a request for demand for payoff, a
mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage
Loan, or the mortgagor initiates a title search, provided further, it is understood and agreed that
promotions undertaken by the Company or any of its affiliates which (i) concern optional insurance
products or other additional projects, (ii) are directed to the general public at large, including,
without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and
television advertisements, (iii) are directed to mortgagors who have a specific type of mortgage (i.e.,
balloon Mortgage Loans, LIBOR Mortgage Loans, etc.) or (iv) directed to those mortgagors whose mortgages
fall within specific interest rate ranges shall not constitute solicitation under this Section 12.11 nor
is the Company prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an
agent of a Mortgagor. Notwithstanding the foregoing, the following solicitations, if undertaken by the
Company or any affiliate of the Company, shall not be prohibited under this Section 12.11: (i)
solicitations that are directed to the general public at large, including, without limitation, mass
mailings based on commercially acquired mailing lists and newspaper, radio, television and other mass
media advertisements; (ii) borrower messages included on, and statement inserts provided with, the
monthly statements sent to Mortgagors; provided, however, that similar messages and inserts are sent to
the borrowers of other mortgage loans serviced by the Company.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
By: _____________________________________________________
Name: Xxxxxx Xxxxx
Title: President
COUNTRYWIDE HOME LOANS, INC.
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
STATE OF NEW YORK )
) ss.:
COUNTY OF __________ )
On the __ day of ________, 200_ before me, a Notary Public in and for said State,
personally appeared ________, known to me to be Vice President of EMC Mortgage Corporation, the federal
savings association that executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and
year in this certificate first above written.
_________________________________________________________
Notary Public
My Commission expires ___________________________________
STATE OF )
) ss.:
COUNTY OF __________ )
On the __ day of _______, 200_ before me, a Notary Public in and for said State,
personally appeared __________, known to me to be ______________ of Countrywide Home Loans, Inc. the
corporation that executed the within instrument and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and
year in this certificate first above written.
_________________________________________________________
Notary Public
My Commission expires ___________________________________
EXHIBIT A
MORTGAGE LOAN SCHEDULE
EXHIBIT B
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the
following items, which shall be available for inspection by the Purchaser and any prospective Purchaser,
and which shall be retained by the Company in the Servicing File or delivered to the Custodian pursuant
to Section 2.01 and 2.03 of the Seller's Warranties and Servicing Agreement to which this Exhibit is
attached (the "Agreement"):
1. The original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of
_________ without recourse" and signed in the name of the Company by an authorized
officer (in the event that the Mortgage Loan was acquired by the Company in a merger,
the signature must be in the following form: "Countrywide Home Loans, Inc., successor
by merger to [name of predecessor]"; and in the event that the Mortgage Loan was
acquired or originated by the Company while doing business under another name, the
signature must be in the following form: "Countrywide Home Loans, Inc., formerly known
as [previous name]").
2. The original of any guarantee executed in connection with the Mortgage Note (if any).
3. The original Mortgage, with evidence of recording thereon. If in connection with any Mortgage
Loan, the Company cannot deliver or cause to be delivered the original Mortgage with
evidence of recording thereon on or prior to the related Closing Date because of a
delay caused by the public recording office where such Mortgage has been delivered for
recordation or because such Mortgage has been lost or because such public recording
office retains the original recorded Mortgage, the Company shall deliver or cause to
be delivered to the Custodian, a photocopy of such Mortgage, together with (i) in the
case of a delay caused by the public recording office, an Officer's Certificate of the
Company stating that such Mortgage has been dispatched to the appropriate public
recording office for recordation and that the original recorded Mortgage or a copy of
such Mortgage certified by such public recording office to be a true and complete copy
of the original recorded Mortgage will be promptly delivered to the Custodian upon
receipt thereof by the Company; or (ii) in the case of a Mortgage where a public
recording office retains the original recorded Mortgage or in the case where a
Mortgage is lost after recordation in a public recording office, a copy of such
Mortgage certified by such public recording office or by the title insurance company
that issued the title policy to be a true and complete copy of the original recorded
Mortgage.
4. The originals of all assumption, modification, consolidation or extension agreements, with
evidence of recording thereon.
5. The original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable
for recording, delivered in blank. If the Mortgage Loan was acquired by the Company in
a merger, the Assignment of Mortgage must be made by "Countrywide Home Loans, Inc.,
successor by merger to [name of predecessor]." If the Mortgage Loan was acquired or
originated by the Company while doing business under another name, the Assignment of
Mortgage must be by "Countrywide Home Loans, Inc., formerly known as [previous name]."
6. Originals of all intervening assignments of the Mortgage with evidence of recording thereon, or
if any such intervening assignment has not been returned from the applicable recording
office or has been lost or if such public recording office retains the original
recorded assignments of mortgage, the Company shall deliver or cause to be delivered
to the Custodian, a photocopy of such intervening assignment, together with (i) in the
case of a delay caused by the public recording office, an Officer's Certificate of the
Company stating that such intervening assignment of mortgage has been dispatched to
the appropriate public recording office for recordation and that such original
recorded intervening assignment of mortgage or a copy of such intervening assignment
of mortgage certified by the appropriate public recording office or by the title
insurance company that issued the title policy to be a true and complete copy of the
original recorded intervening assignment of mortgage will be promptly delivered to the
Custodian upon receipt thereof by the Company; or (ii) in the case of an intervening
assignment where a public recording office retains the original recorded intervening
assignment or in the case where an intervening assignment is lost after recordation in
a public recording office, a copy of such intervening assignment certified by such
public recording office to be a true and complete copy of the original recorded
intervening assignment.
7. The original mortgagee policy of title insurance or attorney's opinion of title and abstract of
title.
8. Any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
9. The original hazard insurance policy and, if required by law, flood insurance policy, in
accordance with Section 4.10 of the Agreement.
10. Residential loan application.
11. Mortgage Loan closing statement.
12. Verification of employment and income.
13. Verification of acceptable evidence of source and amount of downpayment.
14. Credit report on the Mortgagor.
15. Residential appraisal report.
16. Photograph of the Mortgaged Property.
17. Survey of the Mortgaged Property.
18. Copy of each instrument necessary to complete identification of any exception set forth in the
exception schedule in the title policy, i.e., map or plat, restrictions, easements,
sewer agreements, home association declarations, etc.
19. All required disclosure statements.
20. If available, termite report, structural engineer's report, water potability and septic
certification.
21. Sales contract.
22. Tax receipts, insurance premium receipts, ledger sheets, payment history from date of
origination, insurance claim files, correspondence, current and historical
computerized data files, and all other processing, underwriting and closing papers and
records which are customarily contained in a mortgage loan file and which are required
to document the Mortgage Loan or to service the Mortgage Loan.
In the event an Officer's Certificate of the Company is delivered to the Custodian
because of a delay caused by the public recording office in returning any recorded document, the Company
shall deliver to the Custodian, within 180 days of the related Closing Date, an Officer's Certificate
which shall (i) identify the recorded document, (ii) state that the recorded document has not been
delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the
amount of time generally required by the applicable recording office to record and return a document
submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered
to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded
document by the date specified in (iv) above. An extension of the date specified in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.
EXHIBIT C
MORTGAGE LOAN DOCUMENTS
The Mortgage Loan Documents for each Mortgage Loan shall include each of the following
items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and
Servicing Agreement to which this Exhibit is annexed (the "Agreement"):
23. the original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of
___________, without recourse" and signed in the name of the Company by an authorized officer. To the
extent that there is no room on the face of the Mortgage Note for endorsements, the endorsement may be
contained on an allonge, if state law so allows. If the Mortgage Loan was acquired by the Company in a
merger, the endorsement must be by "Countrywide Home Loans, Inc., successor by merger to [name of
predecessor]." If the Mortgage Loan was acquired or originated by the Company while doing business
under another name, the endorsement must be by "Countrywide Home Loans, Inc., formerly known as
[previous name]";
24. the original of any guarantee executed in connection with the Mortgage Note;
25. the original Mortgage with evidence of recording thereon, and the original recorded power of
attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording
thereon;
26. the originals of all assumption, modification, consolidation or extension agreements, with
evidence of recording thereon;
27. the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable
for recording, delivered in blank, or the original Assignment of Mortgage in recordable form into MERS.
If the Mortgage Loan was acquired by the Company in a merger, the Assignment of Mortgage must be made by
"Countrywide Home Loans, Inc., successor by merger to [name of predecessor]." If the Mortgage Loan was
acquired or originated by the Company while doing business under another name, the Assignment of
Mortgage must be by "Countrywide Home Loans, Inc., formerly known as [previous name];"
28. the originals of all intervening assignments of mortgage with evidence of recording thereon,
including warehousing assignments, if any;
29. the original mortgagee title insurance policy;
30. such other documents as the Purchaser may require.
EXHIBIT D-1
CUSTODIAL ACCOUNT CERTIFICATION
_____________________, 200_
Countrywide Home Loans, Inc. hereby certifies that it has established the account
described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing
Agreement, dated as of September 1, 2002, Residential Adjustable Rate Mortgage Loans.
Title of Account: Countrywide Home Loans, Inc. in trust for the Purchaser
Account Number: _______________
Address of office or branch
of the Company at
which Account is maintained: ___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
Countrywide Home Loans, Inc.
Company
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
EXHIBIT D-2
CUSTODIAL ACCOUNT LETTER AGREEMENT
_________________, 200_
To: _________________________________________________
__________________________________________________________
__________________________________________________________
(the "Depository")
As Company under the Seller's Warranties and Servicing Agreement, dated as of
September 1, 2002, Residential Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and
request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement,
to be designated as "[Servicer] in trust for the Purchaser - Residential Adjustable Rate Mortgage
Loans." All deposits in the account shall be subject to withdrawal therefrom by order signed by the
Company. 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: __________________________________________________
Date:____________________________________________________
The undersigned, as 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 deposited at any time in
the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund
("BIF") or the Savings Association Insurance Fund ("SAIF").
_________________________________________________________
Depository
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
Date:____________________________________________________
EXHIBIT E-1
ESCROW ACCOUNT CERTIFICATION
__________________, 200_
Countrywide Home Loans, Inc. hereby certifies that it has established the account
described below as an Escrow Account pursuant to Section 4.06 of the Seller's Warranties and Servicing
Agreement, dated as of September 1, 2002, Residential Adjustable Rate Mortgage Loans.
Title of Account:_"Countrywide Home Loans, Inc. in trust for the Purchaser and various Mortgagors."
Account Number:__________________
Address of office or branch
of the Company at
hich Account is maintained: ___________________________________________________________
___________________________________________________________
___________________________________________________________
___________________________________________________________
[COUNTRYWIDE HOME LOANS, INC.]
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
EXHIBIT E-2
ESCROW ACCOUNT LETTER AGREEMENT
___________________, 200_
To: _________________________________________________
__________________________________________________________
__________________________________________________________
(the "Depository")
As Company under the Seller's Warranties and Servicing Agreement, dated as of
September 1, 2002 Residential Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and
request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to
be designated as "[Servicer], in trust for the Purchaser - Residential Adjustable Rate Mortgage Loans."
All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. 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: __________________________________________________
Date:____________________________________________________
The undersigned, as 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 deposited at any time in
the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund
("BIF") or the Savings Association Insurance Fund ("SAIF").
_________________________________________________________
Depository
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
Date:____________________________________________________
EXHIBIT F
MONTHLY REMITTANCE ADVICE
EXHIBIT G
ASSIGNMENT AND ASSUMPTION
_________________, 200_
ASSIGNMENT AND ASSUMPTION, dated __________, between
__________________________________, a ___________________ corporation having an office at
__________________ ("Assignor") and _________________________________, a __________________ corporation
having an office at __________________ ("Assignee"):
For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants
herein contained, the parties hereto hereby agree as follows:
(vii) The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and
interest of Assignor, as purchaser, in, to and under that certain Seller's Warranties and Servicing
Agreement, Residential Adjustable Rate Mortgage Loans (the "Seller's Warranties and Servicing
Agreement"), dated as of September 1, 2002, by and between EMC Mortgage Corporation (the "Purchaser"),
and Countrywide Home Loans, Inc. (the "Company"), and the Mortgage Loans delivered thereunder by the
Company to the Assignor.
(viii) The Assignor warrants and represents to, and covenants with, the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the
Mortgage Loans free from any and all claims and encumbrances whatsoever;
b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or
other defenses available to the Company with respect to the Seller's Warranties and Servicing Agreement
or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other
modification of, the Seller's Warranties and Servicing Agreement, the Custodial Agreement or the
Mortgage Loans, including without limitation the transfer of the servicing obligations under the
Seller's Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received
notice of, any waivers under or amendments or other modifications of, or assignments of rights or
obligations under, the Seller's Warranties and Servicing Agreement or the Mortgage Loans; and
d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise
approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Mortgage Loans under the Securities Act of 1933 (the "33 Act") or which would render
the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration
pursuant thereto.
(ix) The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:
e. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of
the Seller's Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and
from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the
Assignor all of the Assignor's obligations as Purchaser thereunder;
f. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or
the securities laws of any state;
g. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000
and will be paid by cash remittance of the full purchase price within 60 days of the sale;
h. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not
for any other person. In this connection, neither the Assignee nor any Person authorized to act therefor
has offered the Mortgage Loans by means of any general advertising or general solicitation within the
meaning of Rule 502(c) of U.S. Securities and Exchange Commission Regulation D, promulgated under the
1933 Act;
i. The Assignee considers itself a substantial, sophisticated institutional investor having such
knowledge and experience in financial and business matters that it is capable of evaluating the merits
and risks of investment in the Mortgage Loans;
j. The Assignee has been furnished with all information regarding the Mortgage Loans that it has
requested from the Assignor or the Company;
k. Neither the Assignee nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise
approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner which would constitute a distribution of the
Mortgage Loans under the 33 Act or which would render the disposition of the Mortgage Loans a violation
of Section 5 of the 33 Act or require registration pursuant thereto, nor will it act, nor has it
authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and
l. Either: (1) the Assignee is not an employee benefit plan ("Plan") within the meaning of section
3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan (also
"Plan") within the meaning of section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and the
Assignee is not directly or indirectly purchasing the Mortgage Loans on behalf of, investment manager
of, as named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the Assignee's purchase of
the Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section
4975 of the Code.
m. The Assignee's address for purposes of all notices and correspondence related to the Mortgage
Loans and the Seller's Warranties and Servicing Agreement is:
___________________________________
___________________________________
___________________________________
Attention:_________________________
The Assignee's wire transfer instructions for purposes of all remittances and payments
related to the Mortgage Loans and the Seller's Warranties and Servicing Agreement are:
___________________________________
___________________________________
___________________________________
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be
executed by their duly authorized officers as of the date first above written.
_____________________________________________________ _____________________________________________________
Assignor Assignee
By:__________________________________________________ By: _________________________________________________
Its:_________________________________________________ Its: ________________________________________________
EXHIBIT H
UNDERWRITING GUIDELINES
EXHIBIT I
ACKNOWLEDGMENT AGREEMENT
On this ____ day of ____________, 200_, EMC Mortgage Corporation, (the "Purchaser") as
the Purchaser under that certain Seller's Warranties and Servicing Agreement dated as of September 1,
2002, (the "Agreement"), does hereby contract with Countrywide Home Loans Inc. (the "Company") as
Company under the Agreement, for the servicing responsibilities related to the Mortgage Loans listed on
the related Mortgage Loan Schedule attached hereto. The Company hereby accepts the servicing
responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities
related to the Mortgage Loans identified on the related Mortgage Loan Schedule all in accordance with
the Agreement. The contents of each Servicing File required to be delivered to service the Mortgage
Loans pursuant to the Agreement have been or shall be delivered to the Company by the Purchaser in
accordance with the terms of the Agreement.
With respect to the Mortgage Loans made subject to the Agreement hereby, the related
Closing Date shall be ___________________.
All other terms and conditions of this transaction shall be governed by the Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Agreement.
This Acknowledgment Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Purchaser and the Company have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and year first above written.
PURCHASER:
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
SELLER:
COUNTRYWIDE HOME LOANS, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
AMENDMENT REG AB
TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT
This is Amendment Reg AB ("Amendment Reg AB"), dated as of January 1, 2006, by and
between EMC Mortgage Corporation (the "Purchaser"), and Countrywide Home Loans, Inc. (the "Company") to
that certain Seller's Warranties and Servicing Agreement] dated as of September 1, 2002 by and between
the Company and the Purchaser (as amended, modified or supplemented, the "Existing Agreement").
W I T N E S S E T H
WHEREAS, the Company and the Purchaser have agreed, subject to the terms and
conditions of this Amendment Reg AB that the Existing Agreement be amended to reflect agreed upon
revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in consideration of the
mutual premises and mutual obligations set forth herein, that the Existing Agreement is hereby amended
as follows:
1. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in
the Existing Agreement. The Existing Agreement is hereby amended by adding the following definitions in
their proper alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 2(g)(i)(A)(1).
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if
any, identified in the related transaction documents.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided
that the following conditions are satisfied: (i) such Mortgage Loans were either (x) originated
pursuant to an agreement between the Company and such Person that contemplated that such Person would
underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary materially
from such Designated Guidelines or (y) individually re-underwritten by the Company to the Designated
Guidelines at the time such Mortgage Loans were acquired by the Company; (ii) either (x) the Designated
Guidelines were, at the time such Mortgage Loans were originated, used by the Company in origination of
mortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company
on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Company;
and (iii) the Company employed, at the time such Mortgage Loans were acquired by the Company,
pre-purchase or post-purchase quality assurance procedures (which may involve, among other things,
review of a sample of mortgage loans purchased during a particular time period or through particular
channels) designed to ensure that either Persons from which it purchased mortgage loans properly applied
the underwriting criteria designated by the Company or the Mortgage Loans purchased by the Company
substantially comply with the Designated Guidelines.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by the Company and the
Purchaser and/or certain third parties in connection with a Reconstitution with respect to any or all of
the Mortgage Loans serviced under the Agreement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction subject to Regulation AB involving either (1) a
sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity
in connection with an issuance of publicly offered, rated or unrated mortgage-backed securities or (2)
an issuance of publicly offered, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or
in part, of some or all of the Mortgage Loans.
Servicer: As defined in Section 2(c)(iii).
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
Static Pool Information: Static pool information as described in Item 1105 of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB; provided, however, that the term "Subservicer" shall not include any master servicer
other than the Company, or any special servicer engaged at the request of a Depositor, Purchaser or
investor in a Securitization Transaction, nor any "back-up servicer" or trustee performing servicing
functions on behalf of a Securitization Transaction engaged at the request of a Depositor, Purchaser, or
investor in a Securitization Transaction.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated
Mortgage Loans acquired by the Company.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a
Securitization Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the
following provisions:
(a) Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose of Article 2 of this
Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of
Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any
Depositor shall exercise its right to request delivery of information or other performance under these
provisions other than in good faith, or for purposes other than compliance with the Securities Act, the
Exchange Act and the rules and regulations of the Commission thereunder. Although Regulation AB is
applicable by its terms only to offerings of asset-backed securities that are registered under the
Securities Act, the parties acknowledges that investors in privately offered securities may require that
the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. The parties
agree over time to negotiate in good faith with respect to the provision of comparable disclosure in
private offerings. The Company acknowledges that interpretations of the requirements of Regulation AB
may change over time, whether due to interpretive guidance provided by the Commission or its staff. The
Company agrees to negotiate in good faith with the Purchaser or any Depositor with regard to any
reasonable requests for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or
designees) and any Depositor, any and all statements, reports, certifications, records and any other
information necessary to permit the Purchaser or such Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Company, and any parties or items
identified in writing by the Purchaser, including, any Subservicer, any Third-Party Originator and the
Mortgage Loans, or the servicing of the Mortgage Loans necessary in order to effect such compliance, in
the Purchaser's or Depositor's reasonable determination.
The Purchaser agrees that it will cooperate with the Company and provide sufficient and timely
notice of any information requirements pertaining to a Securitization Transaction. The Purchaser will
make all reasonable efforts to limit requests for information, reports or any other materials to items
the Purchaser reasonably believes is required for compliance with Regulation AB, and shall not request
information which is not required for such compliance.
(b) Additional Representations and Warranties of the Company.
(i) The Company shall be deemed to represent to the Purchaser and to any
Depositor, as of the date on which information is first provided to the Purchaser or any
Depositor under Section 2(c) that, except as disclosed in writing to the Purchaser or such
Depositor prior to such date: (i) the Company is not aware and has not received notice that
any default, early amortization or other performance triggering event has occurred as to any
other securitization due to any act or failure to act of the Company; (ii) the Company has not
been terminated as servicer in a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance test or trigger; (iii) no
material noncompliance with the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Company as servicer has been
disclosed or reported by the Company; (iv) no material changes to the Company's policies or
procedures with respect to the servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have
occurred during the three-year period immediately preceding the related Securitization
Transaction; (v) there are no aspects of the Company's financial condition that could have a
material adverse effect on the performance by the Company of its servicing obligations under
this Agreement or any Reconstitution Agreement; (vi) there are no material legal or
governmental proceedings pending (or known to be contemplated) against the Company, any
Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships
or transactions relating to the Company, any Subservicer or any Third-Party Originator with
respect to any Securitization Transaction and any party thereto identified by the related
Depositor of a type described in Item 1119 of Regulation AB.
(ii) If so requested by the Purchaser or any Depositor on any date following the
date on which information is first provided to the Purchaser or any Depositor under Section
2(c), the Company shall, within five Business Days following such request, confirm in writing
the accuracy of the representations and warranties set forth in paragraph (i) of this Section
or, if any such representation and warranty is not accurate as of the date of such request,
provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting
party.
(c) Information to Be Provided by the Company.
In connection with any Securitization Transaction the Company shall (1) within five Business
Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor
(or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing
reasonably required for compliance with Regulation AB, the information and materials specified in
paragraphs (i), (ii), (iii) and (vi) of this Section 2(c), and (2) as promptly as practicable following
notice to or discovery by the Company, provide to the Purchaser and any Depositor (as required by
Regulation AB) the information specified in paragraph (iv) of this Section.
(i) If so requested by the Purchaser or any Depositor, the Company shall provide
such information regarding (x) the Company, as originator of the Mortgage Loans (including as
an acquirer of Mortgage Loans from a Qualified Correspondent, if applicable), or (y) as
applicable, each Third-Party Originator, and (z) as applicable, each Subservicer, as is
requested for the purpose of compliance with Items 1103(a)(1), 1105 (subject to paragraph (b)
below), 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:
(A) the originator's form of organization;
(B) to the extent material, a description of the originator's origination
program and how long the originator has been engaged in originating residential
mortgage loans, which description shall include a discussion of the originator's
experience in originating mortgage loans of a similar type as the Mortgage Loans; if
material, information regarding the size and composition of the originator's
origination portfolio; and information that may be material to an analysis of the
performance of the Mortgage Loans, including the originators' credit-granting or
underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and
such other information as the Purchaser or any Depositor may reasonably request for
the purpose of compliance with Item 1110(b)(2) of Regulation AB;
(C) a brief description of any material legal or governmental proceedings
pending (or known to be contemplated by a governmental authority) against the Company,
each Third-Party Originator, if applicable, and each Subservicer; and
(D) a description of any affiliation or relationship between the Company,
each Third-Party Originator, if applicable, each Subservicer and any of the following
parties to a Securitization Transaction, as such parties are identified to the Company
by the Purchaser or any Depositor in writing or in the related Reconstitution
Agreement within five Business Days in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, and required by Regulation
AB or as otherwise agreed upon by the Company, the Purchaser and/or the Depositor, the Company
shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool
Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as
reasonably identified by the Purchaser as provided below) originated by (a) the Company, if the
Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a
Qualified Correspondent, if applicable), and/or (b) as applicable, each Third-Party
Originator. Such Static Pool Information shall be prepared by the Company (or, if applicable,
the Third-Party Originator) on the basis of its reasonable, good faith interpretation of the
requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably
available to the Company (or Third-Party Originator, as applicable) Static Pool Information
with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be
entitled to specify whether some or all of such information shall be provided pursuant to this
paragraph. The content of such Static Pool Information may be in the form customarily provided
by the Company, and need not be customized for the Purchaser or any Depositor. Such Static
Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the
mortgage loans included in the vintage origination year or prior securitized pool. The most
recent periodic increment must be as of a date no later than 135 days prior to the date of the
prospectus or other offering document in which the Static Pool Information is to be included or
incorporated by reference. The Static Pool Information shall be provided in an electronic
format that provides a permanent record of the information provided, such as a portable
document format (pdf) file, or other such electronic format.
Promptly following notice or discovery of a material error (as determined in Company's
sole discretion), in Static Pool Information provided pursuant to the immediately preceding
paragraph (including an omission to include therein information required to be provided
pursuant to such paragraph), the Company shall provide corrected Static Pool Information to the
Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information
was previously provided to such party by the Company.
If so requested by the Purchaser or any Depositor, the Company shall provide (or, as
applicable, cause each Third-Party Originator to provide), at the expense of the requesting
party (to the extent of any additional incremental expense associated with delivery pursuant to
this Agreement), agreed-upon procedures letters of certified public accountants pertaining to
Static Pool Information relating to prior securitized pools for securitizations closed on or
after January 1, 2006 or, in the case of Static Pool Information with respect to the Company's
or, if applicable, Third-Party Originator's originations or purchases, to calendar months
commencing January 1, 2006, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the
Purchaser or such Depositor shall designate, which shall be limited to any Sponsor, any
Depositor, any broker dealer acting as underwriter, placement agent or initial purchaser with
respect to a Securitization Transaction or any other party that is reasonably and customarily
entitled to receive such statements and letters in a Securitization Transaction. Any such
statement or letter may take the form of a standard, generally applicable document accompanied
by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such
Depositor.
(iii) If reasonably requested by the Purchaser or any Depositor, the Company shall
provide such information regarding the Company, as servicer of the Mortgage Loans, and each
Subservicer (each of the Company and each Subservicer, for purposes of this paragraph, a
"Servicer"), as is reasonably requested for the purpose of compliance with Item 1108 of
Regulation AB. Such information shall include, at a minimum:
(A) the Servicer's form of organization;
(B) a description of how long the Servicer has been servicing residential
mortgage loans; a general discussion of the Servicer's experience in servicing assets
of any type as well as a more detailed discussion of the Servicer's experience in, and
procedures for, the servicing function it will perform under this Agreement and any
Reconstitution Agreements; information regarding the size, composition and growth of
the Servicer's portfolio of residential mortgage loans of a type similar to the
Mortgage Loans and information on factors related to the Servicer that may be
material, in the reasonable determination of the Purchaser or any Depositor, to any
analysis of the servicing of the Mortgage Loans or the related asset-backed
securities, as applicable, including, without limitation:
(1) whether any prior securitizations of mortgage loans of a
type similar to the Mortgage Loans involving the Servicer have defaulted or
experienced an early amortization or other performance triggering event
because of servicing during the three-year period immediately preceding the
related Securitization Transaction;
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material
noncompliance with the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Servicer as a
servicer during the three-year period immediately preceding the related
Securitization Transaction;
(4) whether the Servicer has been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing default or
to application of a servicing performance test or trigger; and
(5) such other information as the Purchaser or any Depositor may
reasonably request for the purpose of compliance with Item 1108(b)(2) of
Regulation AB;
(C) a description of any material changes during the three-year period
immediately preceding the related Securitization Transaction to the Servicer's
policies or procedures with respect to the servicing function it will perform under
this Agreement and any Reconstitution Agreements for mortgage loans of a type similar
to the Mortgage Loans;
(D) information regarding the Servicer's financial condition, to the
extent that there is a material risk that an adverse financial event or circumstance
involving the Servicer could have a material adverse effect on the performance by the
Company of its servicing obligations under this Agreement or any Reconstitution
Agreement;
(E) information regarding advances made by the Servicer on the Mortgage
Loans and the Servicer's overall servicing portfolio of residential mortgage loans for
the three-year period immediately preceding the related Securitization Transaction,
which may be limited to a statement by an authorized officer of the Servicer to the
effect that the Servicer has made all advances required to be made on residential
mortgage loans serviced by it during such period, or, if such statement would not be
accurate, information regarding the percentage and type of advances not made as
required, and the reasons for such failure to advance;
(F) a description of the Servicer's processes and procedures designed to
address any special or unique factors involved in servicing loans of a similar type as
the Mortgage Loans;
(G) a description of the Servicer's processes for handling delinquencies,
losses, bankruptcies and recoveries, such as through liquidation of mortgaged
properties, sale of defaulted mortgage loans or workouts; and
(H) information as to how the Servicer defines or determines
delinquencies and charge-offs, including the effect of any grace period, re-aging,
restructuring, partial payments considered current or other practices with respect to
delinquency and loss experience.
(iv) For the purpose of satisfying its reporting obligation under the Exchange Act
with respect to any class of asset-backed securities, the Company shall (or shall cause each
Subservicer and, if applicable, any Third-Party Originator to) (a) provide notice within two
(2) Business Days to the Purchaser, any Master Servicer and any Depositor in writing of (1) any
merger, consolidation or sale of substantially all of the assets of the Company, (2) the
Company's entry into an agreement with a Subservicer to perform or assist in the performance of
any of the Company's obligations under the Agreement or any Reconstitution Agreement that
qualifies as an "entry into a material definitive agreement" under Item 1.01 of the form 8-K,
and (b) provide prompt notice to the Purchaser, the Master Servicer and the Depositor of (1)
any Event of Default under the terms of the Agreement or any Reconstitution Agreement to the
extent not known by such Purchaser, Master Servicer or Depositor, and (2) any material
litigation or governmental proceedings involving the Company, any Subservicer or any Third
Party Originator.
(v) To the extent the Purchaser or any Depositor does not itself have an
affiliation or relationship required to be disclosed under Item 1119 of Regulation AB that
develops following the closing date of a Securitization Transaction, the Company shall provide
to the Purchaser and any Depositor a description of any such affiliation or relationship
involving the Company, any Subservicer or any Third-Party Originator no later than 15 calendar
days prior to the date the Depositor is required to file its Form 10-K disclosing such
affiliation or relationship. For purposes of the foregoing, the Company (1) shall be entitled
to assume that the parties to the Securitization Transaction with whom affiliations or
relations must be disclosed are the same as on the closing date if it provides a written
request (which may be by e-mail) to the Depositor or Master Servicer, as applicable, requesting
such confirmation and either obtains such confirmation or receives no response within three (3)
Business Days, (2) shall not be obligated to disclose any affiliations or relationships that
may develop after the closing date for the Securitization Transaction with any parties not
identified to the Company pursuant to clause (D) of paragraph (i) of this Section 2(c), and (3)
shall be entitled to rely upon any written identification of parties provided by the Depositor,
the Purchaser or any master servicer.
(v) As a condition to the succession to the Company or any Subservicer as servicer
or subservicer under this Agreement or any applicable Reconstitution Agreement related thereto
by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or
(ii) which may be appointed as a successor to the Company or any Subservicer, the Company shall
provide to the Purchaser, any Master Servicer, and any Depositor, at least 15 calendar days
prior to the effective date of such succession or appointment, (x) written notice to the
Purchaser and any Depositor of such succession or appointment and (y) in writing, all
information reasonably requested by the Purchaser or any Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
securities.
(vi) Not later than ten days prior to the deadline for the filing of any
distribution report on Form 10-D in respect of any Securitization Transaction that includes any
of the Mortgage Loans serviced by the Company, the Company shall, to the extent the Company has
knowledge, provide to the party responsible for filing such report (including, if applicable,
the Master Servicer) notice of the occurrence of any of the following events along with all
information, data, and materials related thereto as may be required to be included in the
related distribution report on Form 10-D (as specified in the provisions of Regulation AB
referenced below):
(a) any material modifications, extensions or waivers of Mortgage Loan
terms, fees, penalties or payments during the distribution period or that have
cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(b) material breaches of Mortgage Loan representations or warranties or
transaction covenants under the Existing Agreement, as amended herein (Item
1121(a)(12) of Regulation AB): and
(c) information regarding any Mortgage Loan changes (such as, additions,
substitutions or repurchases) and any material changes in origination, underwriting,
or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of
Regulation AB).
(vii) In addition to such information as the Company, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, if reasonably requested by the
Purchaser or any Depositor, the Company shall provide such information which is available to
the Company, regarding the servicing of the Mortgage Loans as is reasonably required to
facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.
(d) Servicer Compliance Statement.
On or before March 5 of each calendar year, commencing in 2007, the Company shall deliver to
the Purchaser and any Depositor a statement of compliance addressed to the Purchaser and such Depositor
and signed by an authorized officer of the Company, to the effect that (i) a review of the Company's
servicing activities during the immediately preceding calendar year (or applicable portion thereof) and
of its performance under the servicing provisions of this Agreement and any applicable Reconstitution
Agreement during such period has been made under such officer's supervision, and (ii) to the best of
such officers' knowledge, based on such review, the Company has fulfilled all of its servicing
obligations under this Agreement and any applicable Reconstitution Agreement in all material respects
throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill
any such obligation in any material respect, specifically identifying each such failure known to such
officer and the nature and the status thereof.
(e) Report on Assessment of Compliance and Attestation.
(i) On or before March 5 of each calendar year, commencing in 2007, the Company
shall:
(A) deliver to the Purchaser and any Depositor a report regarding the
Company's assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act
and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and
such Depositor and signed by an authorized officer of the Company, and shall address
each of the applicable Servicing Criteria specified on a certification substantially
in the form of Exhibit A hereto (wherein "investor" shall mean the Master Servicer)
delivered to the Purchaser concurrently with the execution of this Agreement;
(B) deliver to the Purchaser and any Depositor a report of a registered
public accounting firm that attests to, and reports on, the assessment of compliance
made by the Company and delivered pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act;
(C) if required by Regulation AB, cause each Subservicer and each
Subcontractor determined by the Company pursuant to Section 2(f)(ii) to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation
AB (each, a "Participating Entity"), to deliver to the Purchaser and any Depositor an
assessment of compliance and accountants' attestation as and when provided in
paragraphs (A) and (B) of this Section 2(e)(i); and
(D) deliver or, if required by Regulation AB, cause each Subservicer and
Subcontractor described in Section 2(e)(i)(C) above to deliver to the Purchaser,
Depositor or any other Person that will be responsible for signing the certification
(a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the
Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of
an asset-backed issuer with respect to a Securitization Transaction a certification,
signed by the appropriate officer of the Company, in the form attached hereto as
Exhibit B; provided that such certification delivered by the Company may not be filed
as an exhibit to, or included in, any filing with the Commission.
The Company acknowledges that the party identified in clause (i)(D) above may rely on the
certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and
filing such with the Commission. Neither the Purchaser nor any Depositor will request deliver of a
certification under clause (D) above unless the Purchaser, Depositor or any other Person is required
under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose
asset pool includes Mortgage Loans.
(ii) Each assessment of compliance provided by a Subservicer pursuant to Section
2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification
substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the
execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on
or prior to the date of such appointment. An assessment of compliance provided by a
Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the
Servicing Criteria other than those specified by the Company pursuant to Section 2(f).
(iii) If reasonably requested by the Purchaser or any Depositor, the Company shall
provide to the Purchaser, any Master Servicer or any Depositor, evidence of the authorization
of the person signing any certification or statement pursuant to Section 2(d) or 2(e) of this
Agreement.
(f) Use of Subservicers and Subcontractors.
The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any
of the obligations of the Company as servicer under this Agreement or any related Reconstitution
Agreement unless the Company complies with the provisions of paragraph (i) of this Subsection (f). The
Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the
obligations of the Company as servicer under this Agreement or any related Reconstitution Agreement
unless the Company complies with the provisions of paragraph (ii) of this Subsection (f).
(i) It shall not be necessary for the Company to seek the consent of the Purchaser
or any Depositor to the utilization of any Subservicer. If required by Regulation AB, the
Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit
of the Purchaser and any Depositor to comply with the provisions of this Section and with
Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement , and to provide the
information required with respect to such Subservicer under Section 2(c)(iv) of this
Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering
to the Purchaser and any Depositor any servicer compliance statement required to be delivered
by such Subservicer under Section 2(d), any assessment of compliance and attestation required
to be delivered by such Subservicer under Section 2(e) and any certification required to be
delivered to the Person that will be responsible for signing the Sarbanes Certification under
Section 2(e) as and when required to be delivered.
(ii) It shall not be necessary for the Company to seek the consent of the Purchaser
or any Depositor to the utilization of any Subcontractor. If required by Regulation AB, the
Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee
of the Depositor, such as a master servicer or administrator) a written description of the
role and function of each Subcontractor utilized by the Company or any Subservicer, specifying
(A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are
Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Participating Entity identified pursuant to clause
(B) of this paragraph.
The Company shall cause any such Participating Entity used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Section
2(e) of this Agreement. The Company shall be responsible for obtaining from each Participating Entity
and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and
certificate required to be delivered by such Participating Entity under Section 2(e), in each case as
and when required to be delivered.
(g) Indemnification; Remedies.
(i) The Company shall indemnify the Purchaser and each of the following parties
participating in a Securitization Transaction: each sponsor and issuing entity; each Person
responsible for the execution or filing of any report required to be filed with the Commission
with respect to such Securitization Transaction, or for execution of a certification pursuant
to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction; each Person who controls any of such parties (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act); and the respective present and former
directors, officers and employees of each of the foregoing and of the Depositor, and shall hold
each of them harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:
(A)(1) any untrue statement of a material fact contained or alleged to be
contained in any written information, written report, certification or other material
provided under this Amendment Reg AB by or on behalf of the Company, or provided under
this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if
applicable, Third-Party Originator (collectively, the "Company Information"), or (2)
the omission or alleged omission to state in the Company Information a material fact
required to be stated in the Company Information or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (2) of this paragraph shall
be construed solely by reference to the Company Information and not to any other
information communicated in connection with a sale or purchase of securities, without
regard to whether the Company Information or any portion thereof is presented together
with or separately from such other information;
(B) any failure by the Company, any Subservicer, any Participating Entity
or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Amendment Reg
AB, including any failure by the Company to identify pursuant to Section 2(f)(ii) any
Participating Entity; or
(C) any breach by the Company of a representation or warranty set forth
in Section 2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as
of a date prior to the closing date of the related Securitization Transaction, to the
extent that such breach is not cured by such closing date, or any breach by the
Company of a representation or warranty in a writing furnished pursuant to Section
2(b)(ii) to the extent made as of a date subsequent to such closing date.
In the case of any failure of performance described in clause (i)(B) of this Section, the
Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person
responsible for the execution or filing of any report required to be filed with the Commission with
respect to such Securitization Transaction, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for
all costs reasonably incurred by each such party in order to obtain the information, report,
certification, accountants' letter or other material not delivered as required by the Company, any
Subservicer, any Participating Entity or any Third-Party Originator.
(ii) (A) Any failure by the Company, any Subservicer, any Participating Entity
or any Third-Party Originator to deliver any information, report, certification, accountants'
letter or other material when and as required under this Amendment Reg AB , which continues
unremedied for three Business Days after receipt by the Company and the applicable Subservicer,
Subcontractor, or Third-Party Originator of written notice of such failure from the Purchaser
or Depositor shall, except as provided in clause (B) of this paragraph, constitute an Event of
Default with respect to the Company under this Agreement and any applicable Reconstitution
Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion
to terminate the rights and obligations of the Company as servicer under this Agreement and/or
any applicable Reconstitution Agreement related thereto without payment (notwithstanding
anything in this Agreement or any applicable Reconstitution Agreement related thereto to the
contrary) of any compensation to the Company (and if the Company is servicing any of the
Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably
acceptable to any Master Servicer for such Securitization Transaction); provided, however it is
understood that the Company shall retain any rights pursuant to which it may be entitled to
receive reimbursement for unreimbursed Monthly Advances and Servicing Advances made by the
Company under this Agreement and/or any applicable Reconstitution Agreement. Notwithstanding
anything to the contrary set forth herein, to the extent that any provision of this Agreement
and/or any applicable Reconstitution Agreement expressly provides for the survival of certain
rights or obligations following termination of the Company as servicer, such provision shall be
given effect.
(B) Any failure by the Company, any Subservicer or any Participating
Entity to deliver any information, report, certification or accountants' letter
required under Regulation AB when and as required under Section 2(d) or 2(e),
including any failure by the Company to identify a Participating Entity, which
continues unremedied for ten calendar days after the date on which such information,
report, certification or accountants' letter was required to be delivered shall
constitute an Event of Default with respect to the Company under this Agreement and
any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor,
as applicable, in its sole discretion to terminate the rights and obligations of the
Company as servicer under this Agreement and/or any applicable Reconstitution
Agreement without payment (notwithstanding anything in this Agreement to the contrary)
of any compensation to the Company; provided, however it is understood that the
Company shall retain any rights pursuant to which it may be entitled to receive
reimbursement for unreimbursed Monthly Advances and Servicing Advances made by the
Company under this Agreement and/or any applicable Reconstitution Agreement.
Notwithstanding anything to the contrary set forth herein, to the extent that any
provision of this Agreement and/or any applicable Reconstitution Agreement expressly
provides for the survival of certain rights or obligations following termination of
the Company as servicer, such provision shall be given effect.
(C) The Company shall promptly reimburse the Purchaser (or any affected
designee of the Purchaser, such as a master servicer) and any Depositor, as
applicable, for all reasonable expenses incurred by the Purchaser (or such designee)
or such Depositor as such are incurred, in connection with the termination of the
Company as servicer and the transfer of servicing of the Mortgage Loans to a successor
servicer. The provisions of this paragraph shall not limit whatever rights the
Company, the Purchaser or any Depositor may have under other provisions of this
Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in
equity or at law, such as an action for damages, specific performance or injunctive
relief.
(iii) The Purchaser agrees to indemnify and hold harmless the Company, any
Subservicer, any Participating Entity, and, if applicable, any Third-Party Originator, each
Person who controls any of such parties (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the respective present and former directors, officers
and employees of each of the foregoing from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon any untrue statement or
alleged untrue statement of any material fact contained in any filing with the Commission with
respect to a Securitization Transaction or the omission or alleged omission to state in any
filing with the Commission with respect to a Securitization Transaction a material fact
required to be stated or necessary to be stated in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement, alleged untrue statement, omission,
or alleged omission relates to any filing with the Commission with respect to a Securitization
Transaction other than the Company Information.
(iv) If the indemnification provided for herein is unavailable or insufficient to
hold harmless the indemnified party, then the indemnifying party agrees that it shall
contribute to the amount paid or payable by such indemnified party as a result of any claims,
losses, damages or liabilities uncured by such indemnified party in such proportion as is
appropriate to reflect the relative fault of such indemnified party on the one hand and the
indemnifying party on the other.
(v) This indemnification shall survive the termination of this Amendment Reg AB or
the termination of any party to this Amendment Reg AB.
3. Notwithstanding any other provision of this Amendment Reg AB, the Company shall seek the
consent of the Purchaser for the utilization of all Subservicers and Participating Entities, when
required by and in accordance with the terms of the Existing Agreement.
4. The Existing Agreement is hereby amended by adding the Exhibits attached hereto as Exhibit A
and Exhibit B to the end thereto. References in this Amendment Reg AB to "this Agreement" or words of
similar import (including indirect references to the Agreement) shall be deemed to be references to the
Existing Agreement as amended by this Amendment Reg AB. Except as expressly amended and modified by
this Amendment Reg AB, the Agreement shall continue to be, and shall remain, in full force and effect in
accordance with its terms. In the event of a conflict between this Amendment Reg AB and any other
document or agreement, including without limitation the Existing Agreement, this Amendment Reg AB shall
control.
5. All notification pursuant to Section 2(c)(iv) should be sent to:
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
With a copy to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx, Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
All notification pursuant to Section 2(c)(iv)(4) should be sent to:
EMC Mortgage Corporation
Two Mac Xxxxxx Xxxxx
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Associate General Counsel for Loan Administration
Facsimile: (000) 000-0000
With copies to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx, Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
All notifications to any Master Servicer, to the extent such "Master Servicer" is Xxxxx Fargo,
should be sent to:
UPS/FedEx Delivery:
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Corporate Trust Group, [Insert Deal Name]
USPS Delivery:
X.X. Xxx 00
Xxxxxxxx, XX 00000
Attention: Corporate Trust Group, [Insert Deal Name]
6. This Amendment Reg AB shall be governed by and construed in accordance with the laws of the
State of New York without reference to its conflict of laws provisions (other than Section 5-1401 of the
General Obligation Law), and the obligations, rights and remedies of the parties hereunder shall be
determined accordance with such laws.
7. This Amendment Reg AB may be executed in one or more
counterparts and by different parties hereto on separate counterparts, each of which, when so executed,
shall constitute one and the same agreement. This Amendment Reg AB will become effective as of the date
first mentioned above. This Amendment Reg AB shall bind and inure to the benefit of and be enforceable
by the Company and the Purchaser and the respective permitted successors and assigns of the Company and
the successors and assigns of the Purchaser.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:_________________________________________
Name:_______________________________________
Title:______________________________________
COUNTRYWIDE HOME LOANS, INC.
Company_____________________________________
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EXHIBIT A
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall
address, at a minimum, the applicable criteria identified below as "Applicable Servicing Criteria":
------------------------------------------------------------------------------------------ ----------------------
Applicable Servicing
Servicing Criteria Criteria
-------------------- --------------------------------------------------------------------- ----------------------
Reference Criteria
-------------------- --------------------------------------------------------------------- ----------------------
General Servicing Considerations
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Cash Collection and Administration
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Investor Remittances and Reporting
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
-------------------- --------------------------------------------------------------------- ----------------------
Pool Asset Administration
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date:____________________________________________________
By:______________________________________________________
Name:____________________________________________________
Title:___________________________________________________
EXHIBIT B
FORM OF ANNUAL CERTIFICATION
I. The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among
[IDENTIFY PARTIES]
I, ________________________________, the _______________________ of Countrywide Home Loans,
Inc., certify to [the Purchaser], [the Depositor], [Master Servicer], [Securities Administrator] or
[Trustee], and its officers, with the knowledge and intent that they will rely upon this certification,
that:
(1) I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] or [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in the light of the circumstances under which such
statements were made, not misleading with respect to the period of time covered by the Company
Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] or [Trustee];
(4) I am responsible for reviewing the activities performed by the Company as
servicer under the Agreement, and based on my knowledge and the compliance review conducted in
preparing the Compliance Statement and except as disclosed in the Compliance Statement, the
Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement; and
[Intentionally Left Blank]
(5) The Compliance Statement required to be delivered by the Company pursuant to
this Agreement, and the Servicing Assessment and Attestation Report required to be provided by
the Company and by each Subservicer and Participating Entity pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any
material instance of noncompliance with the Servicing Criteria has been disclosed in such
reports.
Date:____________________________________________________
By:______________________________________________________
Name:____________________________________________________
Title:___________________________________________________
EXHIBIT H-2
EMC MORTGAGE CORPORATION
Owner
and
ALLIANCE MORTGAGE COMPANY
Servicer
SUBSERVICING AGREEMENT
Dated as of August 1, 2002
EXHIBITS
Schedule A Mortgage Loan Schedule
Exhibit A Acknowledgement Agreement
Exhibit B Custodial Account Letter Agreement
Exhibit C Escrow Account Letter Agreement
Exhibit D Form of Request for Release
Exhibit E Loan Level Format for Tape Input
Exhibit F Reporting Data for Defaulted Loans
THIS IS A SUBSERVICING AGREEMENT, dated as of August 1, 2002, and is executed between EMC
Mortgage Corporation (the "Owner") and Alliance Mortgage Company (the "Servicer").
W I T N E S S E T H :
WHEREAS, the Servicer has agreed to service, from time to time, certain of the other mortgage
loans acquired by the Owner, which loans are currently being serviced by other servicers pursuant to
other servicing agreements.
WHEREAS, the Owner and the Servicer desire that, from and after the date hereof, the Mortgage
Loans which from time to time are subject to this Agreement be serviced in accordance with the terms and
provisions of this Agreement instead of the existing servicing agreements.
WHEREAS, the Owner has approached Xxxxx Fargo Bank Minnesota, National Association (the "Master
Servicer") to supervise the servicing of the Mortgage Loans on behalf of the Owner.
WHEREAS, the Owner and the Servicer intend that the Master Servicer is an intended third party
beneficiary of this 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 is hereby acknowledged, the Owner and
the Servicer agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.00 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage
servicing practices (including collection procedures) that are in accordance with the Xxxxxx Mae Guide.
Acknowledgement Agreement: An acknowledgement agreement attached hereto in the form
of Exhibit A.
Adjustment Date: As to each ARM Loan, the date on which the Mortgage Interest Rate is
adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Subservicing Agreement including all exhibits hereto, amendments
hereof and supplements hereto.
ARM Loans: First lien, conventional, 1-4 family residential Mortgage Loans with
interest rates which adjust from time to time in accordance with the related Index and are subject to
Periodic Rate Caps and Lifetime Rate Caps and which may permit conversion to fixed interest rates.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a legal holiday
in the State of New York or the jurisdiction in which the Servicer conducts its servicing activities, or
(iii) a day on which banks in the State of New York or the jurisdiction in which the Servicer conducts
its servicing activities are authorized or obligated by law or executive order to be closed.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time, or
any successor statute thereto, and applicable U.S. Department of the Treasury regulations issued
pursuant thereto.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property,
whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or
condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of
the related Mortgage Loan Documents.
Custodial Account: The separate demand account or accounts created and maintained
pursuant to Section 4.04 which shall be entitled "[Servicer] Custodial Account in trust for [Owner],
Owner of Whole Loan Mortgages and various Mortgagors" and shall be established at a Qualified
Depository, each of which accounts shall in no event contain funds in excess of the FDIC insurance
limits.
Custodian: Xxxxx Fargo Bank Minnesota, National Association, or such other custodian
as Owner shall designate.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the
Business Day immediately preceding such 15th day) of the month of the Remittance Date.
Due Date: Each day on which payments of principal and interest are required to be
paid in accordance with the terms of the related Mortgage Note, exclusive of any days of grace.
Due Period: With respect to any Remittance Date, the period commencing on the second
day of the month preceding the month of such Remittance Date and ending on the first day of the month of
the Remittance Date.
Escrow Account: The separate trust account or accounts created and maintained
pursuant to Section 4.06 which shall be entitled "[Servicer] Escrow Account, in trust for [Owner], Owner
of Whole Loan Mortgages and various Mortgagors" and shall be established at a Qualified Depository, each
of which accounts shall in no event contain funds in excess of the FDIC insurance limits.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground
rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums,
fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed
by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section
9.01.
Xxxxxx Xxx: Xxxxxx Xxx, or any successor thereto.
Xxxxxx Mae Guide: The Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide
and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant to Section
4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
amended from time to time.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, or any successor thereto.
Xxxxxxx Mac Guide: The Xxxxxxx Mac Selling Guide and the Xxxxxxx Mac Servicing Guide
and all amendments or additions thereto.
Full Principal Prepayment: A Principal Prepayment made by a Mortgagor of the entire
principal balance of a Mortgage Loan.
GAAP: Generally accepted accounting procedures, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to each ARM Loan, on the related Adjustment Date, the index used
to determine the Mortgage Interest Rate on each such ARM Loan.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance
policies insuring the Mortgage Loan or the related Mortgaged Property.
Lifetime Rate Cap: With respect to each ARM Loan, the maximum Mortgage Interest Rate
over the term of such Mortgage Loan, as specified in the related Mortgage Note.
Liquidation Proceeds: Cash received in connection with the liquidation of a
defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale,
foreclosure sale or otherwise, other than amounts received following the acquisition of an REO Property
pursuant to Section 4.13.
Margin: With respect to each ARM Loan, the fixed percentage amount set forth in each
related Mortgage Note which is added to the Index in order to determine the related Mortgage Interest
Rate.
Master Servicer: Xxxxx Fargo Bank Minnesota, National Association, its successors in
interest and assigns, or any successor thereto designated by the Owner.
Monthly Advance: The aggregate of the advances made by the Servicer on any
Remittance Date pursuant to Section 5.03.
Monthly Payment: With respect to each Mortgage Loan, the scheduled monthly payment
of principal and interest thereon which is payable by the related Mortgagor under the related Mortgage
Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note
which creates a first lien on an unsubordinated estate in fee simple in real property securing the
Mortgage Note.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage
Loan in accordance with the provisions of the related Mortgage Note, and in the case of an ARM Loan, as
adjusted from time to time on each Adjustment Date for such Mortgage Loan to equal the Index for such
Mortgage Loan plus the Margin for such Mortgage Loan, and subject to the limitations on such interest
rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.
Mortgage Loan: An individual Mortgage Loan described herein and as further identified
on the Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Mortgage Loan
Documents, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The original mortgage loan legal documents held by the
Custodian.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of
interest remitted to the Owner, which shall be equal to the related Mortgage Interest Rate minus the
Servicing Fee Rate.
Mortgage Loan Schedule: The initial group of Mortgage Loans being specifically
identified on Schedule A attached hereto; it being agreed that Schedule A may be supplemented from time
to time by agreement of the parties to add additional Mortgage Loans pursuant to an Acknowledgement
Agreement.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured
by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage
Note.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: Any advance previously made by the Servicer pursuant to
Section 5.03 or any Servicing Advance which, in the good faith judgment of the Servicer, may not be
ultimately recoverable by the Servicer from Liquidation Proceeds. The determination by the Servicer
that is has made a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the
Servicer delivered to the Owner and detailing the reasons for such determination.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or
the Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Servicer, and delivered
to the Owner 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, reasonably acceptable to the Owner.
Owner: EMC Mortgage Corporation, its successors in interest and assigns (including
the Trustee in connection with a Pass-Through Transfer).
Partial Principal Prepayment: A Principal Prepayment by a Mortgagor of a partial
principal balance of a Mortgage Loan.
Pass-Through Transfer: The sale or transfer of same or all of the Mortgage Loans to a
trust as part of a publicly issued or privately placed, rated or unrated Mortgage pass-through
transaction.
Periodic Rate Cap: With respect to each ARM Loan, the maximum increase or decrease in
the Mortgage Interest Rate on any Adjustment Date.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations the timely payment of which are fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by
any depository institution or trust company incorporated under the laws of the United
States of America or any state thereof (including any Trustee or the Master Servicer)
and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository
institution or trust company at the time of such investment or contractual commitment
providing for such investment are rated in one of the two highest rating categories by
each Rating Agency and (b) any other demand or time deposit or certificate of deposit
that is fully insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause
(i) above or (b) any other security issued or guaranteed by an agency or
instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of America, in either case entered
into with a depository institution or trust company (acting as principal) described in
clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation
(including any Trustee or the Master Servicer) incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by
any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities
issued by such corporation and held as Permitted Investments to exceed 10% of the
aggregate outstanding principal balances and amounts of all the Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) which are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities (including money
market or common trust funds for which any Trustee or the Master Servicer or any
affiliate thereof acts as a manager or an advisor) and which money market funds are
rated in one of the two highest rating categories by each Rating Agency;
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal and interest with a yield to
maturity in excess of 120% of the yield to maturity at par.
Person: Any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Prepayment Interest Shortfall: The sum of the differences between interest actually
received in a Due Period as a result of a full or partial prepayment or other unscheduled receipt of
principal (including as a result of a liquidation) on each Mortgage Loan as to which such a payment is
received and the interest portion of the Monthly Payment of such Mortgage Loan scheduled to be due at
the applicable Mortgage Loan Remittance Rate.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance, or any
replacement policy therefor obtained by the Servicer pursuant to Section 4.08.
Prime Rate: The prime rate of U.S. money center banks as published from time to time
in The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan,
full or partial, which is received in advance of its scheduled Due Date, including any prepayment
penalty or premium thereon and 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.
Qualified Appraiser: An appraiser, duly appointed by the Servicer, who had no
interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and
whose compensation is not affected by the approval or disapproval of the Mortgage Loan, which appraiser
and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the
regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Depository: (a) The Custodian or (b) a depository, the accounts of which
are insured by the FDIC and the short term debt ratings and the long term deposit ratings of which are
rated in one of the two highest rating categories by each of the Rating Agencies.
Qualified Insurer: An insurance company duly qualified as such under the laws of the
states in which the Mortgaged Properties are located, duly authorized and licensed in such states to
transact the applicable insurance business and to write the insurance provided, approved as an insurer
by Xxxxxx Xxx and Xxxxxxx Mac.
Rating Agency: Standard & Poor's Ratings Service, a division of The McGraw Hill
Companies Inc., Xxxxx'x Investors Service, Inc. and Fitch, Inc.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D
of the Code.
REMIC Provisions: The provisions of the Federal income tax law relating to a REMIC,
which appear at Section 860A through 860G of Subchapter M of Chapter 1, Subtitle A of the Code, and
related provisions, and regulations, rulings or pronouncements promulgated thereunder, as the foregoing
may be in effect from time to time.
Remittance Date: The 18th day of any month, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day. The first Remittance Date shall occur
on August 18, 2002.
REO Disposition: The final sale by the Servicer of any REO Property.
REO Disposition Proceeds: Amounts received by the Servicer in connection with a
related REO Disposition.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Owner as
described in Section 4.13.
Servicer: Alliance Mortgage Company, or any of its successors in interest or any
successor under this Agreement appointed as herein provided.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and
expenses (including reasonable attorneys' fees and disbursements) incurred in the performance by the
Servicer of its servicing obligations relating to each Mortgage Loan, including, but not limited to, the
cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing
the Mortgage Loans, including but not limited to, foreclosures, bankruptcies, condemnations, drug
seizures, elections, foreclosures by subordinate or superior lienholders, and other legal actions
incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that
the Servicer specifies the Mortgage Loan(s) to which such expenses relate), (c) the management and
liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or partial
satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which
are or may become a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and
fire and hazard insurance coverage and (e) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the
Owner shall pay to the Servicer, which shall, for a period of one full month, be equal to one-twelfth of
the product of (a) the applicable Servicing Fee Rate and (b) the outstanding 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 Owner to pay the Servicing Fee is limited to, and the Servicing Fee is payable from the interest
portion of such Monthly Payment collected by the Servicer or as otherwise provided under Section 4.05.
Servicing Fee Rate: A rate per annum equal to (i) 0.05% with respect to each Mortgage
Loan which is less than ninety days delinquent and (ii) 0.375% with respect to each Mortgage Loan which
is ninety or more days delinquent.
Servicing File: The documents, records and other items pertaining to a particular
Mortgage Loan, and any additional documents relating to such Mortgage Loan as are in, or as may from
time to time come into, the Servicer's possession.
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Servicer to the Owner upon request, as such list may from time to time be amended.
Servicing Transfer Date: With respect to each Mortgage Loan, the date on which the
Owner transfers the servicing of the related Mortgage Loan to the Servicer.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination,
(i) the principal balance of such Mortgage Loan after giving effect to payments of principal due,
whether or not received, minus (ii) all amounts previously distributed to the Owner with respect to the
Mortgage Loan representing Principal Prepayments.
Trustee: The Person appointed as trustee in connection with any Pass-Through Transfer.
Whole Loan Transfer: The sale or transfer of some or all of the ownership interest in
the Mortgage Loans by the Owner to one or more third parties in whole loan or participation format,
which third party may be Xxxxxx Xxx or Xxxxxxx Mac.
ARTICLE II
SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN
DOCUMENTS
Section 2.01 Servicing of Mortgage Loans.
The Servicer does hereby agree to service the
Mortgage Loans, but subject to the terms of this Agreement. The Servicer shall deliver an
Acknowledgement Agreement to the Owner on each Servicing Transfer Date with respect to the Mortgage
Loans transferred on such date. The rights of the Owner to receive payments with respect to the
Mortgage Loans shall be as set forth in this Agreement.
Section 2.02 Maintenance of Servicing Files.
The Servicer shall maintain a Servicing File consisting of all documents necessary to
service the Mortgage Loans. The possession of each Servicing File by the Servicer is for the sole
purpose of servicing the Mortgage Loan, and such retention and possession by the Servicer is in a
custodial capacity only. The Servicer acknowledges that the ownership of each Mortgage Loan, including
the Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits, proceeds and
obligations arising therefrom or in connection therewith, has been vested in the Owner. All rights
arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection
with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or
which come into the possession of the Servicer shall be received and held by the Servicer in trust for
the exclusive benefit of the Owner as the owner of the related Mortgage Loans. Any portion of the
related Servicing Files retained by the Servicer shall be appropriately identified in the Servicer's
computer system to clearly reflect the ownership of the related Mortgage Loans by the Owner. The
Servicer shall release its custody of the contents of the related Servicing Files only in accordance
with written instructions of the Owner, except when such release is required as incidental to the
Servicer's servicing of the Mortgage Loans, such written instructions shall not be required.
Section 2.03 Books and Records.
The Servicer shall be responsible for maintaining, and shall maintain, a complete set
of books and records for the Mortgage Loans which shall be appropriately identified in the Servicer's
computer system to clearly reflect the ownership of the Mortgage Loan by the Owner. In particular, the
Servicer shall maintain in its possession, available for inspection by the Owner, or its designee and
shall deliver to the Owner upon demand, evidence of compliance with all federal, state and local laws,
rules and regulations, and requirements of Xxxxxx Mae or Xxxxxxx Mac, as applicable, including but not
limited to documentation as to the method used in determining the applicability of the provisions of the
Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
insurance coverage and eligibility of any condominium project for approval by Xxxxxx Mae and periodic
inspection reports as required by Section 4.13. To the extent that original documents are not required
for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the
Servicer may be in the form of microfilm or microfiche or such other reliable means of recreating
original documents, including but not limited to, optical imagery techniques so long as the Servicer
complies with the requirements of the Xxxxxx Xxx Guide.
The Servicer shall maintain with respect to each Mortgage Loan and shall make
available for inspection by any Owner or its designee the related Servicing File (or copies thereof)
during the time the Owner retains ownership of a Mortgage Loan and thereafter in accordance with
applicable laws and regulations.
Section 2.04 Transfer of Mortgage Loans.
No transfer of a Mortgage Loan may be made unless such transfer is in compliance with
the terms hereof. For the purposes of this Agreement, the Servicer shall be under no obligation to deal
with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of
such Mortgage Loan has been delivered to the Servicer in accordance with this Section 2.04. The Owner
may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans in
accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to
be an Owner hereunder binding upon the Servicer unless such transferee shall agree in writing to be
bound by the terms of this Agreement and an assignment and assumption of this Agreement reasonably
acceptable to the Servicer (except as provided in Section 10.02 with respect to a Pass-Through transfer
by the initial Owner). The Owner also shall advise the Servicer in writing of the transfer. Upon
receipt of notice of the permitted transfer, the Servicer shall xxxx its books and records to reflect
the ownership of the Mortgage Loans of such assignee, and shall release the previous Owner from its
obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.05 Delivery of Mortgage Loan Documents.
The Servicer shall forward to the Custodian on behalf of the Owner original documents
evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in
accordance with Section 4.01 or 6.01 promptly after their execution; provided, however, that the
Servicer shall provide the Custodian on behalf of the Owner with a certified true copy of any such
document submitted for recordation promptly after its execution, and shall provide the original of any
document submitted for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 180 days of its execution. If
delivery is not completed within 180 days solely due to delays in making such delivery by reason of the
fact that such documents shall not have been returned by the appropriate recording office, the Servicer
shall continue to use its best efforts to effect delivery as soon as possible thereafter.
From time to time the Servicer may have a need for Mortgage Loan Documents to be
released by the Custodian. If the Servicer shall require any of the Mortgage Loan Documents, the
Servicer shall notify the Custodian in writing of such request in the form of the request for release
attached hereto as Exhibit D. The Custodian shall deliver to the Servicer within five (5) Business
Days, any requested Mortgage Loan Document previously delivered to the Custodian, provided that such
documentation is promptly returned to the Custodian when the Servicer no longer requires possession of
the document, and provided that during the time that any such documentation is held by the Servicer,
such possession is in trust for the benefit of the Owner.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SERVICER
The Servicer represents, warrants and covenants to the Owner that as of the date
hereof or as of such date specifically provided herein:
(a) The Servicer is a validly existing corporation in good standing under the laws of the
state of its organization and is qualified to transact business in, is in good standing under the laws
of, and possesses all authority necessary for the conduct of its business in, each state in which any
Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such
qualification or license and no demand for such qualification or license has been made upon the Servicer
by any such state, and in any event the Servicer is in compliance with the laws of each such State to
the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the
Mortgage Loans in accordance with the terms of this Agreement;
(b) The Servicer has full power and authority to execute, deliver and perform, and to enter
into and consummate all transactions contemplated by this Agreement and to conduct its business as
presently conducted, has duly authorized the execution, delivery and performance of this Agreement, has
duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding
obligation of the Servicer, enforceable against it in accordance with its terms subject to bankruptcy
laws and other similar laws of general application affecting rights of creditors and subject to the
application of the rules of equity, including those respecting the availability of specific performance;
(c) None of the execution and delivery of this Agreement, the consummation of the transactions
contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of
this Agreement will conflict with any of the terms, conditions or provisions of the Servicer's articles
of incorporation or by-laws or materially conflict with or result in a material breach of any of the
terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration
under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Servicer or its property is subject;
(d) There is no litigation pending or, to the Servicer's knowledge, threatened with respect to
the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or
enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the
financial condition of the Servicer;
(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer
with this Agreement or the consummation of the transactions contemplated by this Agreement except for
consents, approvals, authorizations and orders which have been obtained;
(f) The Servicer is an approved seller/servicer of residential mortgage loans for Xxxxxx Xxx
and Xxxxxxx Mac. The Servicer is in good standing to service mortgage loans for Xxxxxx Mae and Xxxxxxx
Mac and no event has occurred which would make the Servicer unable to comply with eligibility
requirements or which would require notification to either Xxxxxx Mae or Xxxxxxx Mac;
(g) No written statement, report or other document furnished or to be furnished pursuant to
the Agreement contains or will contain any statement that is or will be inaccurate or misleading in any
material respect or omits to state a material fact required to be stated therein or necessary to make
the information and statements therein not misleading; and
(h) No fraud or misrepresentation of a material fact with respect to the servicing of a
Mortgage Loan has taken place on the part of the Servicer.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Servicer to Act as Servicer.
The Servicer, as independent contract servicer, shall service and administer the
Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices (giving due
consideration to the Owner's reliance on the Servicer), 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
which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and
with Accepted Servicing Practices and shall exercise the same care that it customarily employs for its
own account. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in
accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Xxxxxx
Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage
Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the
maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors
and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary
Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property,
permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and
abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan
Documents, annual statements, and examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the
servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be
binding upon the Owner and the Servicer. The Owner may, at its option, deliver powers-of-attorney to
the Servicer sufficient to allow the Servicer as servicer to execute all documentation requiring
execution on behalf of Owner with respect to the servicing of the Mortgage Loans, including
satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative,
shall as promptly as reasonably possible, execute and return such documentation to the Servicer.
Consistent with the terms of this Agreement, the Servicer may waive, modify or vary
any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant
indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the Owner, provided, however, that
unless the Servicer has obtained the prior written consent of the Owner, the Servicer shall not permit
any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive
the payment of principal or interest, reduce or increase the outstanding principal balance (except for
actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of
any such modification which has been agreed to in writing by the Owner and which permits the deferral of
interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately
preceding the related Remittance Date in any month in which any such principal or interest payment has
been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04 and
Section 5.03, the difference between (a) such month's principal and one month's interest at the related
Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount
paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same
extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the
foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and
deliver, 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
Properties.
Notwithstanding anything in this Agreement to the contrary, in the event of a
Principal Prepayment in full or in part, the Servicer may not waive any prepayment penalty or portion
thereof required by the terms of the related Mortgage Note unless (i) the enforceability thereof is
limited (A) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to
creditors' rights generally or (B) due to acceleration in connection with a foreclosure or other
involuntary payment, or (ii) the enforceability is otherwise limited or prohibited by applicable law.
If the Servicer waives or does not collect all or a portion of a prepayment penalty relating to a
Principal Prepayment in full or in part due to any action or omission of the Servicer, other than as
provided above, the Servicer shall deposit the amount of such prepayment penalty (or such portion
thereof as had been waived for deposit) into the Custodial Account for distribution in accordance with
the terms of this Agreement.
Notwithstanding anything in this Agreement to the contrary, if a REMIC election is
made, the Servicer shall not (unless the related mortgagor is in default with respect to the Mortgage
Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any
modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or
the imposition of any tax on "prohibited transactions" or "contributions" after the "startup date" of
such REMIC under the REMIC Provisions.
The Servicer shall perform all of its servicing responsibilities hereunder or may
cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the
Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the
Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as
if such acts and omissions were those of the Servicer. Any such subservicer must be a Xxxxxx Xxx
approved seller/servicer or a Xxxxxxx Mac seller/servicer in good standing and no event shall have
occurred, including but not limited to, a change in insurance coverage, which would make it unable to
comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers by
Xxxxxxx Mac, or which would require notification to Xxxxxx Xxx or Xxxxxxx Mac. The Servicer shall pay
all fees and expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed
the Servicing Fee.
At the cost and expense of the Servicer, without any right of reimbursement from the
Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of a
subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer
meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein
shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service
the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under
this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the
Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each
subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of each
subservicer from the Servicer's own funds without reimbursement from the Owner.
Notwithstanding any of the provisions of this Agreement relating to agreements or
arrangements between the Servicer and a subservicer or any reference herein to actions taken through a
subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Owner and shall
be obligated to the same extent and under the same terms and conditions as if it alone were servicing
and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a
subservicer for indemnification of the Servicer by the subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Any subservicing agreement and any other transactions or services relating to the
Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer
alone, and the Owner shall have no obligations, duties or liabilities with respect to such subservicer
including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For
purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be
deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be
subject to this Agreement, the Servicer will proceed with reasonable diligence to collect all payments
due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions of related Primary
Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage
loans comparable to the Mortgage Loans and held for its own account. Further, the Servicer will take
reasonable care in ascertaining and estimating annual ground rents, taxes, assessments, water rates,
fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided
in the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors
will be sufficient to pay such charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted Mortgage Loans.
The Servicer shall use its reasonable efforts, consistent with the procedures that the
Servicer would use in servicing loans for its own account and the requirements of the Xxxxxx Mae Guide,
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 pursuant to Section 4.01. The Servicer shall use its
reasonable efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt
of principal and interest by the Owner, 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, the Servicer 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 Owner after
reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by the
Servicer through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as
contemplated in Section 4.05. The Servicer shall be responsible for all costs and expenses incurred by
it in any such proceedings or functions as Servicing Advances; provided, however, that it shall be
entitled to reimbursement therefor as provided in Section 4.05. Notwithstanding anything to the
contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the Owner otherwise requests an
environmental inspection or review of such Mortgaged Property, such an inspection or review is to be
conducted by a qualified inspector. Upon completion of the inspection, the Servicer shall promptly
provide the Owner with a written report of the environmental inspection. After reviewing the
environmental inspection report, the Owner shall determine how the Servicer shall proceed with respect
to the Mortgaged Property.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Servicer 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 or more Custodial Accounts. Each Custodial Account shall be established with a
Qualified Depository. To the extent such funds are not deposited in a Custodial Account, such funds may
be invested in Permitted Investments for the benefit of the Owner (with any income earned thereon for
the benefit of the Servicer). Funds deposited in the Custodial Account may be drawn on by the Servicer
in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be
furnished to the Owner upon request. The Servicer acknowledges and agrees that the Servicer shall bear
any losses incurred with respect to Permitted Investments. The amount of any such losses shall be
immediately deposited by the Servicer in the Custodial Account, as appropriate, out of the Servicer's
own funds, with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the
Custodial Account or Accounts no later than the second Business Day after receipt of funds and retain
therein the following payments and collections:
(i) all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans received after the related
Servicing Transfer Date;
(ii) all payments on account of interest on the Mortgage
Loans adjusted to the related Mortgage Loan Remittance Rate received after the
related Servicing Transfer Date;
(iii) all Liquidation Proceeds and REO Disposition
Proceeds received after the related Servicing Transfer Date;
(iv) any net amounts received by the Servicer after the
related Servicing Transfer Date in connection with any REO Property pursuant
to Section 4.13;
(v) all Insurance Proceeds received after the related
Servicing Transfer Date including amounts required to be deposited pursuant to
Sections 4.08 and 4.10, other than proceeds to be held in the Escrow Account
and applied to the restoration or repair of the Mortgaged Property or released
to the Mortgagor in accordance with the Servicer's normal servicing
procedures, the loan documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged
Property received after the related Servicing Transfer Date other than
proceeds to be held in the Escrow Account and applied to the restoration or
repair of the Mortgaged Property or released to the Mortgagor in accordance
with the Servicer's normal servicing procedures, the loan documents or
applicable law;
(vii) any Monthly Advances as provided in Section 5.03;
(viii) any amounts received after the related Servicing
Transfer Date and required to be deposited in the Custodial Account pursuant
to Section 6.02; and
(ix) with respect to each full or partial Principal
Prepayment received after the related Servicing Transfer Date, any Prepayment
Interest Shortfalls, to the extent of the Servicer's aggregate Servicing Fee
received with respect to the related Due Period.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it
being understood and agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be
deposited by the Servicer in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.
The Servicer may, from time to time, make withdrawals from the Custodial Account for
the following purposes:
(i) to make payments to the Owner in the amounts and in the manner provided for in
Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Servicer's right to reimburse
itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan
which represent late collections (net of the related Servicing Fees) of principal and/or interest
respecting which any such advance was made;
(iii) to reimburse itself for unreimbursed Servicing Advances and Monthly Advances,
the Servicer's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage
Loan being limited to Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds received after
the related Servicing Transfer Date related to such Mortgage Loan;
(iv) to pay to itself as servicing compensation (a) any interest earned on funds in
the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance Date)
and (b) any payable Servicing Fee;
(v) to reimburse itself for any Nonrecoverable Advances;
(vi) to transfer funds to another Qualified Depository in accordance with Section
4.09 hereof;
(vii) to reimburse itself as provided in Section 8.03 hereof;
(viii) to remove funds inadvertently placed in the Custodial Account in error by the
Servicer; and
(ix) to clear and terminate the Custodial Account upon the termination of this
Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Servicer 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 or more Escrow Accounts. Each Escrow Account shall
be established with a Qualified Depository. To the extent such funds are not deposited in an Escrow
Account, such funds may be invested in Permitted Investments. Funds deposited in an Escrow Account may
be drawn on by the Servicer in accordance with Section 4.07. The creation of any Escrow Account shall be
evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement
shall be furnished to the Owner upon request. The Servicer acknowledges and agrees that the Servicer
shall bear any losses incurred with respect to Permitted Investments. The amount of any such losses
shall be immediately deposited by the Servicer in the Escrow Account, as appropriate, out of the
Servicer's own funds, with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the
Escrow Account or Accounts no later than the second Business Day after receipt of funds and retain
therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the
purpose of effecting timely payment of any items as are required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of
any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient
to cover escrow disbursements.
The Servicer shall make withdrawals from an Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes as shall be as set forth in
and in accordance with Section 4.07. Except as provided in Section 4.07, the Servicer shall be entitled
to retain any interest paid on funds deposited in an Escrow Account by the Qualified Depository.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates,
fire and hazard insurance premiums, Primary Mortgage Insurance Policy premiums, if applicable, and
comparable items;
(ii) to reimburse Servicer for any Servicing Advance made by Servicer with respect
to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent
late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in connection with an acquisition of REO
Property;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Servicer, or to the Mortgagor to the extent required by law, any
interest paid on the funds deposited in the Escrow Account;
(vii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in
accordance with Section 4.06;
(viii) to remove funds inadvertently placed in an Escrow Account in error by the
Servicer; and
(ix) to clear and terminate the Escrow Account on the termination of this
Agreement.
As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on
funds in an Escrow Account, to the extent required by law, and to the extent that interest earned on
funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any
reimbursement therefor.
Section 4.08 Payment of Taxes, Insurance and Other Charges, Maintenance of Primary Mortgage
Insurance Policies, Collections Thereunder.
With respect to each Mortgage Loan, the Servicer shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or
may become a lien upon the Mortgaged Property and the status of Primary Mortgage Insurance Policy
premiums and fire and hazard insurance coverage and 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, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have
been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under
the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for
Escrow Payments, the Servicer shall determine that any such payments are made by the Mortgagor when
due. The Servicer 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.
The Servicer will maintain in full force and effect Primary Mortgage Insurance
Policies issued by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is
herein required. Such coverage will be maintained until the ratio of the current outstanding principal
balance of the related Mortgage Loan to the appraised value of the related Mortgaged Property, based on
the most recent appraisal of the Mortgaged Property performed by a Qualified Appraiser, such appraisal
to be included in the Servicing File, is reduced to 80.00% or less. The Servicer will not cancel or
refuse to renew any Primary Mortgage Insurance Policy that is required to be kept in force under this
Agreement unless a replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed policy
is obtained from and maintained with a Qualified Insurer. The Servicer shall not take any action which
would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which,
but for the actions of the Servicer would have been covered thereunder. In connection with any
assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the
Servicer shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any,
of such assumption or substitution of liability in accordance with the terms of such policy and shall
take all actions which may be required by such insurer as a condition to the continuation of coverage
under the Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as
a result of such assumption or substitution of liability, the Servicer shall obtain a replacement
Primary Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees to prepare and
present, on behalf of itself and the Owner, claims to the insurer under any Private Mortgage Insurance
Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and,
in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
by the Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.
The Servicer may transfer the Custodial Account or the Escrow Account to a different
Qualified Depository from time to time. The Servicer shall notify the Owner of any such transfer within
15 Business Days of transfer.
Section 4.10 Maintenance of Hazard Insurance.
The Servicer 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 which is equal to the lesser of (i) the maximum insurable value of the improvements securing
such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan,
and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor
and/or the Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified in
the Federal Register by the Federal Emergency Management Agency as being a special flood hazard area
that has federally-mandated flood insurance requirements, the Servicer will cause to be maintained a
flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration with a generally acceptable insurance carrier, in an amount representing coverage not
less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as amended. The Servicer shall also
maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which is at
least equal to the maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Servicer
under any such policies other than amounts to be deposited in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in
accordance with the Servicer's normal servicing procedures, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional
insurance need be required by the Servicer or the Mortgagor or maintained on property acquired in
respect of the Mortgage Loans, other than pursuant to the Xxxxxx Xxx Guide or such applicable state or
federal laws and regulations as shall at any time be in force and as shall require such additional
insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to the
Servicer and its successors and/or assigns and shall provide for at least thirty days prior written
notice of any cancellation, reduction in the amount or material change in coverage to the Servicer. The
Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance
carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from
insurance companies unless such companies currently reflect a General Policy Rating in Best's Key Rating
Guide currently acceptable to Xxxxxx Mae and are licensed to do business in the state wherein the
property subject to the policy is located.
Section 4.11 [RESERVED].
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors
and omissions insurance policy, with broad coverage with responsible companies on all officers,
employees or other persons acting in any capacity with regard to the Mortgage Loans and who handle
funds, money, documents and papers relating to the Mortgage Loans. 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 the Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions
and negligent acts of such persons. Such Fidelity Bond and errors and omissions insurance shall also
protect and insure the Servicer 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
requiring the Fidelity Bond and errors and omissions insurance shall diminish or relieve the Servicer
from its duties and obligations as set forth in this Agreement. The minimum coverage under any such
Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required by
Xxxxxx Xxx in the Xxxxxx Mae Guide or by Xxxxxxx Mac in the Xxxxxxx Mac Guide. The Servicer shall, upon
request of Owner, deliver to the Owner a certificate from the surety and the insurer as to the existence
of the Fidelity Bond and errors and omissions insurance policy and shall obtain a statement from the
surety and the insurer that such Fidelity Bond or insurance policy shall in no event be terminated or
materially modified without thirty days prior written notice to the Owner. The Servicer shall notify
the Owner within five Business Days of receipt of notice that such Fidelity Bond or insurance policy
will be, or has been, materially modified or terminated. The Owner and its successors or assigns as
their interests may appear must be named as loss payees on the Fidelity Bond and as additional insured
on the errors and omissions policy.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to any 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 Owner or
its designee. Any such Person or Persons holding such title other than the Owner shall acknowledge in
writing that such title is being held as nominee for the benefit of the Owner.
The Servicer shall assume the responsibility for marketing each REO Property in
accordance with Accepted Servicing Practices. Thereafter, the Servicer shall continue to provide
certain administrative services to the Owner relating to such REO Property as set forth in this
Section 4.13. The REO Property must be sold within three years following the end of the calendar
year of the date of acquisition if a REMIC election has been made with respect to the arrangement
under which the Mortgage Loans and REO Property are held, unless (i) the Owner shall have been
supplied with an Opinion of Counsel (at the Servicer's expense) to the effect that the holding by
the related trust of such Mortgaged Property subsequent to such three-year period (and specifying
the period beyond such three-year period for which the Mortgaged Property may be held) will not
result in the imposition of taxes on "prohibited transactions" of the related trust as defined in
Section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case
the related trust may continue to hold such Mortgaged Property (subject to any conditions contained
in such Opinion of Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall
have applied for, prior to the expiration of such three-year period, an extension of such
three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the
three-year period shall be extended by the applicable period. If a period longer than three years
is permitted under the foregoing sentence and is necessary to sell any REO Property, the Servicer
shall report monthly to the Owner as to progress being made in selling such REO Property.
Notwithstanding any other provision of this Agreement, if a REMIC election has been
made, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or
otherwise used for the production of income by or on behalf of the related trust or sold in such a
manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any
time as "foreclosure property" within a meaning of Section 860G(a)(8) of the Code, (ii) subject the
related trust to the imposition of any federal or state income taxes on "net income from foreclosure
property" with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or
(iii) cause the sale of such Mortgaged Property to result in the receipt by the related trust or any
income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer
has agreed to indemnify and hold harmless the related trust with respect to the imposition of any such
taxes.
The Servicer shall, either itself or through an agent selected by the Servicer, and in
accordance with the Xxxxxx Xxx Guide, 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, and in the same manner that similar property in the same locality as the REO Property is
managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and
conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds
from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as
practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself
for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.
The Servicer 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 monthly
thereafter or more frequently as may be required by the circumstances. The Servicer shall make or cause
the inspector to make a written report of each such inspection. Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.
Notwithstanding anything to the contrary set forth in this Section 4.13, the parties
hereto hereby agree that the Owner, at its option, shall be entitled to manage, conserve, protect and
operate each REO Property for its own benefit (such option, an "REO Option"). In connection with the
exercise of an REO Option, the prior two paragraphs and the related provisions of Section 4.03 and
Section 4.04(iii) (such provisions, the "REO Marketing Provisions") shall be revised as follows.
Following the acquisition of any Mortgaged Property, the Servicer shall submit a detailed invoice to the
Owner for all related Servicing Advances and, upon exercising the REO Option, the Owner shall promptly
reimburse the Servicer for such amounts. In the event the REO Option is exercised with respect to an
REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with
respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed
to be covered by this paragraph. The Owner acknowledges that, in the event it exercises an REO Option,
with respect to the related REO Property, there shall be no breach by the Servicer based upon or arising
out of the Servicer's failure to comply with the REO Marketing Provisions.
Section 4.14 Notification of Adjustments.
With respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the
related Interest Rate Adjustment Date in compliance with requirements of applicable law and the related
electronic data received on the Mortgage and Mortgage Note. The Servicer shall execute and deliver any
and all necessary notices required under applicable law and the terms of the related electronic data
received on the Mortgage Note and Mortgage regarding the Mortgage Interest Rate adjustments. The
Servicer shall promptly, upon written request by the Owner, deliver to the Owner such notifications and
any additional applicable data regarding such adjustments and the methods used to calculate and
implement such adjustments. Upon the discovery by the Servicer of the receipt of notice from the Owner
that the Servicer has failed to adjust a Mortgage Interest Rate in accordance with the terms of the
related Mortgage Note and Mortgage, the Servicer shall immediately deposit in the Custodial Account from
its own funds the amount of any interest loss or deferral caused to the Owner thereby.
ARTICLE V
PAYMENTS TO THE OWNER
Section 5.01 Remittances.
On each Remittance Date, the Servicer shall remit to the Owner (i) all amounts
credited to the Custodial Account as of the close of business on the related preceding Determination
Date, net of charges against or withdrawals from the Custodial Account pursuant to Section 4.05, other
than Principal Prepayments received after the end of the preceding calendar month, plus, to the extent
not already deposited in the Custodial Account, the sum of (ii) all Monthly Advances, if any, which the
Servicer is obligated to distribute pursuant to Section 5.03 and (iii) all Prepayment Interest
Shortfalls the Servicer is required to make up pursuant to Section 4.04, minus (iv) any amounts
attributable to Monthly Payments collected after the related Servicing Transfer Date but due on a Due
Date or Dates subsequent to the last day of the related Due Period, which amounts shall be remitted on
the related Remittance Date next succeeding the Due Period for such amounts.
With respect to any remittance received by the Owner after the Business Day on which
such payment was due, the Servicer shall pay to the Owner interest on any such late payment at an annual
rate equal to the Prime 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 the Servicer on the date such late payment is made and shall cover the
period commencing with the day following such Business Day and ending with the Business Day on which
such payment is made, both inclusive. Such interest shall be remitted along with the distribution
payable on the next succeeding related Remittance Date. The payment by the Servicer of any such
interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the
Servicer.
Section 5.02 Statements to the Owner.
The Servicer shall furnish to the Owner an individual Mortgage Loan accounting report
(a "Report"), as of the last Business Day of each month (or August 31, 2002, in the case of the initial
Report), in the Servicer's assigned loan number order to document Mortgage Loan payment activity on an
individual Mortgage Loan basis. With respect to each month, such Report shall be received by the Owner
no later than the fifth Business Day of the month of the related Remittance Date (or September 5, 2002,
in the case of the initial Report) on a disk or tape or other computer-readable format, in such format
as may be mutually agreed upon by both the Owner and the Servicer, and in hard copy, which Report shall
contain the following:
(i) with respect to each Monthly Payment, the amount of such remittance allocable
to interest;
(ii) the amount of servicing compensation received by the Servicer during the prior
distribution period;
(iii) the aggregate Stated Principal Balance of the Mortgage Loans;
(iv) the number and aggregate outstanding principal balances of Mortgage Loans (a)
delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has
commenced; and (c) as to which REO Property has been acquired; and
(v) such other reports as may reasonably be required by the Owner.
The Servicer shall also provide with each such Report a trial balance, sorted in the
Owner's assigned loan number order, and such other loan level information as described on Exhibits E and
F, in electronic tape form.
The Servicer shall prepare and file any and all information statements or other
filings required to be delivered to any governmental taxing authority or to Owner pursuant to any
applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Servicer shall provide the Owner with such information concerning the Mortgage Loans as is
necessary for the Owner to prepare its federal income tax return as the Owner may reasonably request
from time to time.
In addition, not more than 60 days after the end of each calendar year, the Servicer
shall furnish to each Person who was an Owner at any time during such calendar year an annual statement
in accordance with the requirements of applicable federal income tax law as to the aggregate of
remittances of principal and interest for the applicable portion of such year.
Section 5.03 Monthly Advances by the Servicer.
Not later than the close of business on the Business Day preceding each Remittance
Date, the Servicer shall deposit in the Custodial Account an amount equal to all payments not previously
advanced by the Servicer, whether or not deferred pursuant to Section 4.01, of Monthly Payments,
adjusted to the related Mortgage Loan Remittance Rate, which are delinquent at the close of business on
the related Determination Date; provided, however, that the amount of any such deposit may be reduced by
the Amount Held for Future Distribution (as defined below) then on deposit in the Custodial Account.
Any portion of the Amount Held for Future Distribution used to pay Monthly Advances shall be replaced by
the Servicer by deposit into the Custodial Account on any future Remittance Date to the extent that the
funds that are available in the Custodial Account for remittance to the Owner on such Remittance Date
are less than the amount of payments required to be made to the Owner on such Remittance Date.
The "Amount Held for Future Distribution" as to any Remittance Date shall be the total
of the amounts held in the Custodial Account at the close of business on the preceding Determination
Date which were received after the related Servicing Transfer Date on account of (i) Liquidation
Proceeds, Insurance Proceeds, and Principal Prepayments received or made in the month of such Remittance
Date, and (ii) payments which represent early receipt of scheduled payments of principal and interest
due on a date or dates subsequent to the related Due Date.
The Servicer's obligation to make such Monthly Advances as to any Mortgage Loan will
continue through the final disposition or liquidation of the Mortgaged Property, unless the Servicer
deems such advance to be nonrecoverable from Liquidation Proceeds, REO Disposition Proceeds or Insurance
Proceeds with respect to the applicable Mortgage Loan. In such latter event, the Servicer shall deliver
to the Owner an Officer's Certificate of the Servicer to the effect that an officer of the Servicer has
reviewed the related Servicing File and has obtained a recent appraisal and has made the reasonable
determination that any additional advances are nonrecoverable from Liquidation or Insurance Proceeds
with respect to the applicable Mortgage Loan.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the
Owner pursuant to a deed-in-lieu of foreclosure, the Servicer shall submit to the Owner a liquidation
report with respect to such Mortgaged Property in such form as the Servicer and the Owner shall agree.
The Servicer shall also provide reports on the status of REO Property containing such information as
Owner may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance by any Mortgagor of a 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 the Servicer shall not exercise any such
rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Servicer reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, the Servicer, will 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 6.01, the
Servicer, with the prior consent of the primary mortgage insurer, if any, is authorized 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, the Servicer
shall follow the underwriting practices and procedures of the Xxxxxx Mae Guide. With respect to an
assumption or substitution of liability, the Mortgage Interest Rate borne by the related Mortgage Note
and the amount of the Monthly Payment may not be changed. The Servicer shall notify the Owner that any
such substitution of liability or assumption agreement has been completed by forwarding to the Owner the
original of any such substitution of liability or assumption agreement, which document shall be added to
the related Mortgage Loan Documents and shall, for all purposes, be considered a part of such related
mortgage file to the same extent as all other documents and instruments constituting a part thereof.
All fees collected by the Servicer for entering into an assumption or substitution of liability
agreement shall belong to the Servicer.
Notwithstanding the foregoing paragraphs of this section or any other provision of
this Agreement, the Servicer 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 which the Servicer may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, 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 6.02 Satisfaction of Mortgages and Release of Mortgage Loan Documents.
Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify
the Custodian with a certification and request for release by a Servicing Officer, which certification
shall include a statement to the effect that all amounts received in connection with such payment which
are required to be deposited in the Custodial Account pursuant to Section 4.04 have been so deposited,
and a request for delivery to the Servicer of the portion of the Mortgage Loan Documents held by the
Custodian. Upon receipt of such certification and request, the Owner shall promptly release or cause
the Custodian to promptly release the related Mortgage Loan Documents to the Servicer and the Servicer
shall prepare and deliver for execution by the Owner or at the Owner's option execute under the
authority of a power of attorney delivered to the Servicer by the Owner any satisfaction or release. No
expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Custodial Account.
In the event the Servicer 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 Owner may have under the mortgage instruments, the Servicer, upon written demand, shall remit within
two Business Days to the Owner the then outstanding principal balance of the related Mortgage Loan by
deposit thereof in the Custodial Account. The Servicer shall maintain the Fidelity Bond insuring the
Servicer 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 the Mortgage
Loans, including for the purpose of collection under any Primary Mortgage Insurance Policy, upon request
of the Servicer and delivery to the Custodian of a servicing receipt signed by a Servicing Officer, the
Custodian shall release the portion of the Mortgage Loan Documents held by the Custodian to the
Servicer. Such servicing receipt shall obligate the Servicer to promptly return the related Mortgage
Loan Documents to the Custodian, when the need therefor by the Servicer no longer exists, unless the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or such documents have 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,
and the Servicer has promptly delivered to the Owner or the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such documents were delivered and
the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating
that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Owner or the
Custodian, as applicable, to the Servicer.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Servicer shall be entitled to withdraw
from the Custodial Account the Servicing Fee; provided, however, that in connection with any Mortgage
Loans sold by the Owner to Xxxxxx Xxx, the Servicer may deduct its Servicing Fee from amounts due the
Owner pursuant to Section 5.01. Additional servicing compensation in the form of assumption fees, as
provided in Section 6.01, late payment charges and other ancillary fees (excluding any prepayment
penalties) shall be retained by the Servicer to the extent not required to be deposited in the Custodial
Account. The Servicer 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 for.
The Servicer shall pay on behalf of the Owner any and all guarantee fees due in
connection with Mortgage Loans sold by the Owner to Xxxxxx Mae. The amount of such guarantee fees shall
be deducted by the Servicer from the amounts due the Owner pursuant to Section 5.01; provided that if
the guarantee fees exceed such amount, the Servicer shall provide the Owner with an original invoice for
the amount of any such excess, and the Owner shall pay such invoice by wire transfer to the account
designated by the Servicer within 45 days of receipt of such invoice.
Section 6.04 Annual Statement as to Compliance; Financial Statements.
The Servicer will deliver to the Owner not later than 90 days following the end of
each fiscal year of the Servicer, an Officers' Certificate stating, as to each signatory thereof, that
(i) a review of the activities of the Servicer during the preceding calendar year and of performance
under this Agreement has been made under such officers' supervision, and (ii) to the best of such
officers' knowledge, based on such review, the Servicer 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 except
for such defaults as such Officers in their good faith judgment believe to be immaterial.
Upon request by the Owner or the Master Servicer, the Servicer will deliver to such
requesting party a copy of the audited (if such financial statements are available, otherwise unaudited)
financial statements of the Servicer for the most recent fiscal year of the Servicer.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
Not later than 90 days following the end of each fiscal year of the Servicer, the
Servicer 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 Owner to the effect
that such firm has examined certain documents and records relating to the Servicer's servicing of
mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially
similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such
an examination, conducted substantially in accordance with the Uniform Single Attestation Program for
Mortgage Bankers, such firm is of the opinion that the Servicer's servicing has been conducted in
compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as
such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such
statement.
Section 6.06 Owner's Right to Examine Servicer Records.
The Owner shall have the right to examine and audit, at its expense, upon reasonable
notice to the Servicer, during business hours or at such other times as might be reasonable under
applicable circumstances, any and all of the books, records, documentation or other information of the
Servicer, or held by another for the Servicer or on its behalf or otherwise, which relate to the
performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.
The Servicer shall provide to the Owner and any supervisory agents or examiners
representing a state or federal governmental agency having jurisdiction over the Owner access to any
documentation regarding the Mortgage Loans in the possession of the Servicer which may be required by
any applicable regulations. Such access shall be afforded without charge, upon reasonable request,
during normal business hours and at the offices of the Servicer, and in accordance with the applicable
federal or state government regulations.
Section 6.07 Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the
Mortgage Loans and REO Property are held, the Servicer shall not take any action, cause the REMIC to
take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be could (i) endanger the status of the REMIC as a
REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on
"prohibited transactions" as defined in Section 860F(a)(2) of the Code and the tax on "contribution" to a
REMIC set forth in Section 860G(d) of the Code unless the Servicer has received an Opinion of Counsel
(at the expense of the party seeking to take such actions) to the effect that the contemplated action
will not endanger such REMIC status or result in the imposition of any such tax.
Section 6.08 Non-solicitation.
The Servicer shall not knowingly conduct any solicitation exclusively targeted to the
Mortgagors for the purpose of inducing or encouraging the early prepayment or refinancing of the related
Mortgage Loans. It is understood and agreed that promotions undertaken by the Servicer or any agent or
affiliate of the Servicer which are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television
advertisements shall not constitute solicitation under this section. Nothing contained herein shall
prohibit the Servicer from (i) distributing to Mortgagors any general advertising including information
brochures, coupon books, or other similar documentation which indicates services the Servicer offers,
including refinances or (ii) providing financing of home equity loans to Mortgagors at the Mortgagor's
request.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Servicer Shall Provide Information as Reasonably Required.
The Servicer shall furnish to the Owner upon request, during the term of this
Agreement, such periodic, special or other reports or information, whether or not provided for herein,
as shall be necessary, reasonable or appropriate with respect to the purposes of this Agreement. The
Servicer may negotiate with the Owner for a reasonable fee for providing such report or information,
unless (i) the Servicer is required to supply such report or information pursuant to any other section
of this Agreement, or (ii) the report or information has been requested in connection with Internal
Revenue Service or other regulatory agency requirements. All such reports or information shall be
provided by and in accordance with all reasonable instructions and directions given by the Owner. The
Servicer agrees to execute and deliver all such instruments and take all such action as the Owner, from
time to time, may reasonably request in order to effectuate the purpose and to carry out the terms of
this Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01 Indemnification; Third Party Claims.
The Servicer agrees to indemnify the Owner, its successors and assigns, any agent of
the Owner, and the Master Servicer, and hold each of such Persons harmless from and against any and all
claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that such Person may sustain in any way related to the failure of the
Servicer to perform in any way its duties and service the Mortgage Loans in strict compliance with the
terms of this Agreement and for breach of any representation or warranty of the Servicer contained
herein. The Servicer shall immediately notify the Owner or other indemnified Person if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans, assume (with the consent of the
Owner and such other Indemnified Person and with counsel reasonably satisfactory to the Owner and such
Person) the defense of any such claim and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or
such other indemnified Person in respect of such claim but failure to so notify the Owner and such other
indemnified Person shall not limit its obligations hereunder. The Servicer agrees that it will not
enter into any settlement of any such claim without the consent of the Owner and such other indemnified
Person unless such settlement includes an unconditional release of the Owner and such other indemnified
Person from all liability that is the subject matter of such claim. The provisions of this Section 8.01
shall survive termination of this Agreement.
Section 8.02 Merger or Consolidation of the Servicer.
The Servicer will keep in full effect its existence, rights and franchises as a
federal savings bank under the laws the United States 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.
Any Person into which the Servicer may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any
Person succeeding to the business of the Servicer whether or not related to loan servicing, shall be the
successor of the Servicer hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of
not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, or which is a
HUD-approved mortgagee whose primary business is in origination and servicing of first lien mortgage
loans, and (iii) which is a Xxxxxx Xxx or Xxxxxxx Mac approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the officers, employees or agents of the Servicer
shall be under any liability to the Owner for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided,
however, that this provision shall not protect the Servicer or any such person against any breach of
warranties or representations made herein, or failure to perform in any way 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 negligence or any breach of the terms and conditions of this Agreement. The
Servicer and any officer, employee or agent of the Servicer may rely in good faith on any document of
any kind prima facie properly executed and submitted by the Owner respecting any matters arising
hereunder. The Servicer 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
the Servicer may, with the consent of the Owner, which consent shall not be unreasonably withheld,
undertake any such action which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the
Owner will be liable, and the Servicer shall be entitled to be reimbursed therefor from the Custodial
Account pursuant to Section 4.05.
Section 8.04 Reserved.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Servicer to service the Mortgage Loans hereunder,
the Servicer acknowledges that the Owner has acted in reliance upon the Servicer's independent status,
the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity,
reputation and financial standing and the continuance thereof. Without in any way limiting the
generality of this section, the Servicer shall not either assign this Agreement or the servicing
hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise
dispose of all or substantially all of its property or assets, without the prior written approval of the
Owner, which approval shall not be unreasonably withheld; provided that the Servicer may assign the
Agreement and the servicing hereunder without the consent of Owner to an affiliate of the Servicer to
which all servicing of the Servicer is assigned so long as (i) such affiliate is a Xxxxxx Xxx and
Xxxxxxx Mac approved servicer and (ii) if it is intended that such affiliate be spun off to the
shareholders of the Servicer, such affiliate have a GAAP net worth of at least $25,000,000 and (iii)
such affiliate shall deliver to the Owner a certification pursuant to which such affiliate shall agree
to be bound by the terms and conditions of this Agreement and shall certify that such affiliate is a
Xxxxxx Mae and Xxxxxxx Mac approved servicer in good standing.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Servicer shall occur and
be continuing, that is to say:
(i) any failure by the Servicer to remit to the Owner any payment required to be
made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days
after written notice thereof (it being understood that this subparagraph shall not affect Servicer's
obligation pursuant to Section 5.01 to pay default interest on any remittance received by the Owner
after the Business Day on which such payment was due); or
(ii) any failure on the part of the Servicer duly to observe or perform in any
material respect any other of the covenants or agreements on the part of the Servicer set forth in this
Agreement, the breach of which has a material adverse effect and which continue unremedied for a period
of sixty days (except that such number of days shall be fifteen in the case of a failure to pay any
premium for any insurance policy required to be maintained under this Agreement and such failure shall
be deemed to have a material adverse effect) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the Owner; 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 the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Servicer 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 the Servicer or of or relating to all or substantially all of its
property; or
(v) the Servicer 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) the Servicer ceases to be approved by either Xxxxxx Mae or Xxxxxxx Mac (to the
extent such entities are then operating in a capacity similar to that in which they operate on the date
hereof) as a mortgage loan servicer for more than thirty days to the extent such entities perform
similar functions; or
(vii) the Servicer attempts to assign its right to servicing compensation hereunder
or the Servicer attempts, without the consent of the Owner, to sell or otherwise dispose of all or
substantially all of its property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as
otherwise permitted herein; or
(viii) the Servicer ceases to be qualified to transact business in any jurisdiction
where it is currently so qualified, but only to the extent such non-qualification materially and
adversely affects the Servicer's ability to perform its obligations hereunder;
then, and in each and every such case, so long as an Event of Default shall not have
been remedied, the Owner, by notice in writing to the Servicer may, in addition to whatever rights the
Owner may have under Section 8.01 and at law or equity to damages, including injunctive relief and
specific performance, terminate all the rights and obligations of the Servicer under this Agreement and
in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same.
On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be
vested in the successor appointed pursuant to Section 11.01. Upon written request from the Owner, the
Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in such
successor's possession all Servicing Files, 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 the Servicer's
sole expense. The Servicer agrees to cooperate with the Owner and such successor in effecting the
termination of the Servicer's responsibilities and rights hereunder, including, without limitation, the
transfer to such successor for administration by it of all cash amounts which shall at the time be
credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect
to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Owner may waive only by written notice any default by the Servicer in the
performance of its obligations hereunder and its consequences. Upon any such waiver of a past default,
such default shall cease to exist, and any Event 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 thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01 Termination.
The respective obligations and responsibilities of the Servicer shall terminate upon:
(i) 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 and the remittance of all funds due hereunder;
(ii) by mutual consent of the Servicer and the Owner in writing; (iii) termination by the Owner pursuant
to Section 9.01, (iv) sixty (60) days prior written notice by the Owner to the Servicer or (v) one
hundred twenty (120) days prior written notice by the Servicer to the Owner.
If the Owner at its option elects to terminate all of the rights of the Servicer
hereunder in accordance with subsection (iv) of the preceding paragraph, the Owner shall pay the
Servicer an amount equal to (i) if such termination occurs within the six month period following the
Servicing Transfer Date, an amount equal to $50.00 per Mortgage Loan, (ii) if such termination occurs
during the period which is seven months to twelve months following the Servicing Transfer Date, an
amount equal to $25.00 per Mortgage Loan, (iii) if such termination occurs during the period which is
thirteen months to fifteen months following the Servicing Transfer Date, an amount equal to $15.00 per
Mortgage Loan and (iv) if such termination occurs during the period which is sixteen (16) months or more
following the Servicing Transfer Date, an amount equal to $10.00.
Simultaneously with any such termination and the transfer of servicing hereunder, the
Servicer shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.
Section 10.02 Removal of Mortgage Loans from Inclusion under this Agreement upon a Whole Loan
Transfer or a Pass-Through Transfer.
The Servicer acknowledges and the Owner agrees that with respect to some or all of the
Mortgage Loans, the Owner may effect either (1) one or more Whole Loan Transfers, or (2) one or more
Pass-Through Transfers.
The Servicer shall cooperate with the Owner in connection
with any Whole Loan Transfer or Pass-Through Transfer contemplated by the
Owner pursuant to this Section. In connection therewith, and without
limitation, the Owner shall deliver any reconstitution agreement or other
document related to the Whole Loan Transfer or Pass-Through Transfer to the
Servicer at least 15 days prior to such transfer and the Servicer shall (i)
execute any such reconstitution agreement which contains provisions
substantially similar to those herein or otherwise reasonably acceptable to
the Owner and the Servicer and which restates the representations and
warranties contained in Article III as of the date of transfer (except to the
extent any such representation or warranty is not accurate on such date);
provided, however, that Servicer agrees that any such reconstitution agreement
in connection with a Whole Loan Transfer to Xxxxxx Xxx will be reasonably
acceptable to the Servicer if it obligates the Servicer to service the
Mortgage Loans identified therein and to remit and report, all in accordance
with the Xxxxxx Mae Guide; and provided, further, that only a notice of
transfer identifying the Mortgage Loans to be transferred need be given in the
case of a Pass-Through Transfer by the initial Owner to Structured Asset
Mortgage Investments, Inc. ("SAMI") and by SAMI to the Trustee in connection
with such Pass-Through Transfer; and (ii) deliver to the Owner for inclusion
in any prospectus or other offering material such publicly available
information regarding the Servicer, its financial condition and its mortgage
loan delinquency, foreclosure and loss experience and any additional
information reasonably requested by the Owner, and to deliver to the Owner any
similar non-public, unaudited financial information, in which case the Owner
shall bear the cost of having such information audited by certified public
accountants if the Owner desires such an audit, or as is otherwise reasonably
requested by the Owner and which the Servicer is capable of providing without
unreasonable effort or expense, and to indemnify the Owner and its affiliates
for material misstatements or omissions contained (i) in such information and
(ii) on the Mortgage Loan Schedule.
With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be,
effected by the Owner, Owner (i) shall reimburse Servicer for all reasonable out-of-pocket third party
costs and expenses related thereto and (ii) shall pay Servicer a reasonable amount representing time and
effort expended by Servicer related thereto (which amount shall be reasonably agreed upon by Servicer
and Owner prior to the expenditure of such time and effort); provided, however, that for each Whole Loan
Transfer and/or Pass-Through Transfer, the sum of such amounts described in subsections (i) and (ii)
above shall in no event exceed $5,000. For purposes of this paragraph, all Whole Loan Transfers and/or
Pass-Through Transfers made to the same entity within the same accounting cycle shall be considered one
Whole Loan Transfer or Pass-Through Transfer.
All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or
Pass-Through 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.
Section 10.03 Master Servicer.
The Servicer, including any successor servicer hereunder, 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 Owner, shall have the same rights as the Owner to enforce the obligations of the
Servicer under this Agreement. The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the Servicer to perform any of its
obligations under this Agreement if such failure constitutes an Event of Default as provided in Article
X of this Agreement. Notwithstanding anything to the contrary, in no event shall the Master Servicer
assume any of the obligations of the Owner under this Agreement.
Section 10.04 Transfer of Servicing for Defaulted Loans.
The Owner shall have the option, exercisable in its sole discretion and upon
reasonable written notice to the Servicer, to transfer to a third-party servicer any Mortgage Loan that
is more than sixty (60) days delinquent with respect to Monthly Payments. Upon such transfer, the Owner
will reimburse the Servicer for all unreimbursed Monthly Advances and Servicing Advances with respect to
such Mortgage Loan and the reasonable costs and expenses incurred by the Servicer in connection with the
transfer of servicing with respect to such Mortgage Loan.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Servicer.
Prior to termination of the Servicer's responsibilities and duties under this
Agreement pursuant to Sections 8.04, 9.01 or 10.01(ii), the Owner shall (i) succeed to and assume all of
the Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a
successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the Servicer under this
Agreement prior to the termination of the Servicer's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Owner may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as the Owner and such successor
shall agree. In the event that the Servicer's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned sections, the Servicer shall discharge
such duties and responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of the
Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be
appointed pursuant to this section and shall in no event relieve the Servicer of the representations and
warranties made pursuant to Article III and the remedies available to the Owner under Section 8.01, it
being understood and agreed that the provisions of such Article III and Section 8.01 shall be applicable
to the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination
of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to
the Servicer and to the Owner an instrument accepting such appointment, whereupon such successor shall
become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination
or resignation of the Servicer or this Agreement pursuant to Section 8.04, 9.01 or 10.01 shall not
affect any claims that the Owner may have against the Servicer arising prior to any such termination or
resignation.
The Servicer shall promptly deliver to the successor the funds in the Custodial
Account and the Escrow Account and the Servicing Files and related documents and statements held by it
hereunder and the Servicer shall account for all funds. The Servicer shall execute and deliver such
instruments and do such other things all as may reasonably be required to more fully and definitely vest
and confirm in the successor all such rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer. The successor shall make such arrangements as it may deem appropriate to
reimburse the Servicer for unrecovered Monthly Advances and Servicing Advances which the successor
retains hereunder and which would otherwise have been recovered by the Servicer pursuant to this
Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Servicer shall notify the
Owner of such appointment.
All reasonable costs and expenses incurred in connection with replacing the Servicer
upon its resignation or the termination of the Servicer in accordance with the terms of this Agreement,
including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses
associated with an evaluation of the potential termination of the Servicer as a result of an Event of
Default and (ii) all costs and expenses associated with the complete transfer of servicing, including
all servicing files and all servicing data and the completion, correction or manipulation of such
servicing data as may be required by the successor servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor service to service the Mortgage Loans in
accordance with this Agreement, shall be payable on demand by the resigning or terminated Servicer
without any right of reimbursement therefor.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Servicer and the Owner by
written agreement signed by the Servicer and the Owner.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any of all the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Owner at the
Owner's expense on direction of the Owner accompanied by an opinion of counsel to the effect that such
recordation materially and beneficially affects the interest of the Owner or is necessary for the
administration or servicing the Mortgage Loans.
Section 11.04 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be
in writing and shall be deemed conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or transmitted by telecopier and
confirmed by a similar mailed writing, as follows:
(i) if to the Servicer:
Alliance Mortgage Company
0000 Xxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Telecopier No.: (000) 000-0000
and,
Alliance Mortgage Company
0000 Xxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Telecopier No.: (000) 000-0000
(ii) if to the Owner:
Mac Xxxxxx Xxxxx XX
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx Xxxxx
Telecopier No.: (000) 000-0000
(iii) if to the Master Servicer:
00000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Master Servicing - Bear Xxxxxxx
Telecopier No.: (000) 000-0000
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 address (as evidenced, in the case of registered or certified mail, by
the date noted on the return receipt).
Section 11.06 Severability of Provisions.
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 develop a structure the economic effect of which is
nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.
Section 11.07 Exhibits
The exhibits to this Agreement are hereby incorporated and made a part hereof and are
an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles;
(iii) references herein to "Articles," "Sections," "Subsections," "Paragraphs," and
other subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a
reference to such Subsection as contained in the same Section in which the reference appears, and this
rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein," "hereof," "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular provision; and
(vi) the term "include" or "including" shall mean without limitation by reason of
enumeration.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating hereto, including, without limitation, (i)
consents, waivers and modifications which may hereafter be executed, (ii) documents received by any
party at the closing, and (iii) 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 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to
non-public information regarding the financial condition, operations and prospects of the other party.
Except as required to be disclosed by law, each party agrees to keep all non-public information
regarding the other party strictly confidential, and to use all such information solely in order to
effectuate the purpose of this Agreement.
Section 11.11 Assignment by the Owner.
The Owner shall have the right, without the consent of the Servicer hereof, to assign,
in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage
Loans, and designate any person to exercise any rights of the Owner hereunder, by executing an
assignment and assumption agreement reasonably acceptable to the Servicer and the assignee or designee
shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans.
In no event shall Owner sell a partial interest in any Mortgage Loan. All references to the Owner in
this Agreement shall be deemed to include its assignees or designees. It is understood and agreed
between the Owners and the Servicer that no more than five (5) Persons shall have the right of owner
under this Agreement at any one time.
Section 11.12 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or
joint venture between the parties hereto and the services of the Servicer shall be rendered as an
independent contractor and not as agent for Owner.
Section 11.13 Execution, Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the same agreement. Subject to Section
8.05, this Agreement shall inure to the benefit of and be binding upon the Servicer and the Owner and
their respective successors and assigns.
Section 11.14 Entire Agreement.
Each of the Servicer and the Owner acknowledge that no representations, agreements or
promises were made to it by the other party or any of its employees other than those representations,
agreements or promises specifically contained herein. This Agreement sets forth the entire
understanding between the parties hereto and shall be binding upon all successors of both parties.
IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the date and year first above
written.
EMC MORTGAGE CORPORATION
By:__________________________________________
Name: Xxxxxx Xxxxx
Title: President
ALLIANCE MORTGAGE COMPANY
By:__________________________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
EXHIBIT A
FORM OF
ACKNOWLEDGEMENT AGREEMENT
On this ____ day of __________ 200__, EMC Mortgage Corporation (the "Owner") hereby delivers
the mortgage loans identified on Schedule A attached hereto (the "Mortgage Loans") to Alliance Mortgage
Corporation (the "Servicer") and the Servicer hereby agrees to service the mortgage loans identified on
Schedule A attached hereto (the "Mortgage Loans") pursuant to the Subservicing Agreement dated as of
August 1, 2002 by and between the Owner and the Servicer.
ALLIANCE MORTGAGE CORPORATION.
By:_________________________________________________
Name:_______________________________________________
Title:______________________________________________
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
(date)
To:______________________
_________________________
_________________________
(the "Depository")
As "Servicer" under the Subservicing Agreement, dated as of August 1, 2002, (the
"Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account
pursuant to Section 4.04 of the Agreement, to be designated as "Alliance Mortgage Company Custodial
Account, in trust for EMC Mortgage Corporation, Owner of Whole Loan Mortgages, and various Mortgagors."
All deposits in the account shall be subject to withdrawal therefrom by order signed by the Servicer.
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.
By:____________________
Name:__________________
Title:_________________
The undersigned, as "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 deposited at any
time in the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in
Permitted Investments as defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
(date)
To:___________________________
______________________________
______________________________
(the "Depository")
As "Servicer" under the Subservicing Agreement, dated as of August 1, 2002 (the
"Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant
to Section 4.06 of the Agreement, to be designated as "Alliance Mortgage Company Escrow Account, in
trust for EMC Mortgage Corporation, Owner of Whole Loan Mortgages, and various Mortgagors." All
deposits in the account shall be subject to withdrawal therefrom by order signed by the Servicer. 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.
By:____________________
Name:__________________
Title:_________________
The undersigned, as "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 deposited at any
time in the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in
Permitted Investments as defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank Minnesota, National Association
0000 00xx Xxxxxx X.X.
Xxxx., XX 00000
Attn: ________________
Re: Custodial Agreement dated as of ________, among _____________________. and
Xxxxx Fargo Bank Minnesota, National Association, as Custodian
In connection with the administration of the Mortgage Loans held by you as Custodian
for the Owner pursuant to the above-captioned Custody Agreement, we request the release, and hereby
acknowledge receipt, of the Custodian's Mortgage File for the Mortgage Loan described below, for the
reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_______ 1. Mortgage Paid in Full
_______ 2. Foreclosure
_______ 3. Substitution
_______ 4. Other Liquidation (Repurchases, etc.)
_______ 5. Nonliquidation [Reason:_______________________________]
Address to which Custodian should
Deliver the Custodian's Mortgage File: __________________________________________
__________________________________________
__________________________________________
By:_______________________________________
(authorized signer)
Issuer:____________________________________
Address:___________________________________
___________________________________
Date:______________________________________
Custodian
Xxxxx Fargo Bank Minnesota, National Association
Please acknowledge the execution of the above request by your signature and date below:
____________________________________ _________________
Signature Date
Documents returned to Custodian:
____________________________________ _________________
Custodian Date
EXHIBIT E
LOAN LEVEL FORMAT FOR TAPE INPUT,
SERVICER PERIOD REPORTING
The format for the tape should be:
1. Record length of 240
2. Blocking factor of 07 records per block
3. ASCII
4. Unlabeled tape
5. 6250 or 1600 BPI (please indicate)
COBOL
Field Name Position Length "picture"
Master Servicer No. 001-002 2 "01"
Unit Code 003-004 2 " "
Loan Number 005-014 10 X(10)
Borrower Name 015-034 20 X(20)
Old Payment Amount 035-045 11 S9(9)V9(02)
Old Loan Rate 046-051 6 9(2)V9(04)
Servicer Fee Rate 052-057 6 9(2)V9(04)
Servicer Ending Balance 058-068 11 S9(9)V9(02)
Servicer Next Due Date 069-076 8 CCYYMMDD
Curtail Amt 1 - Before 077-087 11 S9(9)V9(02)
Curtail Date 1 088-095 8 CCYYMMDD
Curtail Amt 1 - After 096-106 11 S9(9)V9(02)
Curtail Amt 2 - Before 107-117 11 S9(9)V9(02)
Curtail Date 2 118-125 8 CCYYMMDD
Curtail Amt 2 - After 126-136 11 S9(9)V9(02)
Curtail Amt 3 - Before 137-147 11 S9(9)V9(02)
Curtail Date 3 148-155 8 CCYYMMDD
Curtail Amt 3 - After 156-166 11 S9(9)V9(02)
New Payment Amount 167-177 11 S9(9)V9(02)
New Loan Rate 178-183 6 9(2)V9(04)
Index Rate 184-189 6 9(2)V9(04)
Remaining Term 190-192 3 9(3)
Liquidation Amount 193-203 11 S9(9)V9(02)
Action Code 204-205 2 X(02)
Scheduled Principal 206-216 11 S9(9)V9(02)
Scheduled Interest 217-227 11 S9(9)V9(02)
Scheduled Ending Balance 228-238 11 S9(9)V9(02)
FILLER 239-240 2 X(02)
Trailer Record:
Number of Records 001-006 6 9(06)
FILLER 000-000 000 X(234)
Field Names and Descriptions:
Field Name Description
Master Servicer No. Hard code as "01" used internally
Unit Code Hard code as " " used internally
Loan Number Investor's loan number
Borrower Name Last name of borrower
Old Payment Amount P&I amount used for the applied payment
Old Loan Rate Gross interest rate used for the applied payment
Servicer Fee Rate Servicer's fee rate
Servicer Ending Balance Ending actual balance after a payment has been applied
Servicer Next Due Date Borrower's next due date for a payment
Curtailment Amount 1 - Before Amount of curtailment applied before the payment
Curtailment Date 1 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 1 - After Amount of curtailment applied after the payment
Curtailment Amount 2 - Before Amount of curtailment applied before the payment
Curtailment Date 2 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 2 - After Amount of curtailment applied after the payment
Curtailment Amount 3 - Before Amount of curtailment applied before the payment
Curtailment Date 3 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 3 - After Amount of curtailment applied after the payment
New Payment Amount For ARM, Equal, or Buydown loans, when a payment change
occurs, this is the scheduled payment
New Loan Rate For ARM loans, when the gross interest rate change occurs,
this is the scheduled rate
Index Rate For ARM loans, the index rate used in calculating the new
gross interest rate
Remaining Term For ARM loans, the number of months left on the loan used
to determine the new P&I amount
Liquidation Amount The payoff amount of the loan
Action Code For delinquent loans:
12 -- Relief Provisions
15 -- Bankruptcy/Litigation
20 -- Referred for Deed-in-lieu, short sale
30 -- Referred to attorney to begin foreclosure
60 -- Loan Paid in full
70 -- Real Estate Owned
Scheduled Principal Amount of principal from borrower payment due to
bondholder
Scheduled Interest Amount of interest from borrower payment due to bondholder
Scheduled Ending Balance Ending scheduled balance of loan
FILLER Should be filled with spaces
EXHIBIT F
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
o 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 fore 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
AMENDMENT NUMBER ONE
to the
SUBSERVICING AGREEMENT
Dated as of January 1, 2006
between
EMC MORTGAGE CORPORATION,
as Owner
and
EVERHOME MORTGAGE COMPANY (F/K/A ALLIANCE MORTGAGE COMPANY),
as Servicer
This AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this 1st day of January,
2006, by and between EMC Mortgage Corporation, a Delaware corporation, as owner (the "Owner") and
Everhome Mortgage Company (f/k/a Alliance Mortgage Company), as servicer (the "Servicer") in connection
with the Subservicing Agreement, dated as of August 1, 2002, between the above mentioned parties (the
"Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the
Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned
to such terms in the Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding
the following definitions to Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any
Pass-Through Transfer.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in
connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as
may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in
Item 1122(d) of Regulation AB, or any amendments thereto, a summary of the requirements of which as of
the date hereof is attached hereto as Exhibit I for convenience of reference only. In the event of a
conflict or inconsistency between the terms of Exhibit I and the text of Item 1122(d) of Regulation AB,
the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Owner, the Servicer and any Person that will be responsible for signing any Sarbanes
Certification with respect to a Pass-Through Transfer in response to evolving interpretations of
Regulation AB and incorporated into a revised Exhibit I).
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Servicer under this Agreement or any Reconstitution Agreement related thereto that are identified in
Item 1122(d) of Regulation AB.
3. Article I of the Agreement is hereby amended effective as of the date hereof by
deleting the definition of Pass-Through Transfer in Section 1.01 and replacing it with the following:
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or
all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of
publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or
in part, of some or all of the Mortgage Loans.
4. Article I of the Agreement is hereby amended effective as of the date hereof by
deleting the definition of Principal Prepayment in Section 1.01 and replacing it with the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or
partial, which is received in advance of its scheduled Due Date, including any Prepayment Charge and
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.
5. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following after clause (h):
(i) Servicer has delivered to the Owner financial statements of its parent, for its last
two complete fiscal years. All such financial information fairly presents the pertinent results of
operations and financial position for the period identified and has been prepared in accordance with
GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the servicing policies and procedures, business, operations, financial
condition, properties or assets of the Servicer since the date of the Servicer's financial information
that would reasonably be expected to have a material adverse effect on its ability to perform its
obligations under this Agreement;
(j) As of the date of each Pass-Through Transfer, and except as has been otherwise
disclosed to the Owner, the Master Servicer and any Depositor: (1) the Servicer is not aware and has not
received notice that any default or servicing related performance trigger has occurred as to any other
securitization due to any act or failure to act of the Servicer; (2) no material noncompliance with
applicable servicing criteria as to any other securitization has been disclosed or reported by the
Servicer; (3) the Servicer has not been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a servicing performance test or
trigger; (4) no material changes to the Servicer's servicing policies and procedures for similar loans
has occurred in the preceding three years; (5) there are no aspects of the Servicer's financial
condition that could have a material adverse impact on the performance by the Servicer of its
obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by
governmental authorities, against the Servicer that could be material to investors in the securities
issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions
relating to the Servicer of a type that are described under Item 1119 of Regulation AB.
(k) If so requested by the Owner or any Depositor on any date, the Servicer shall, within
five Business Days following such request, confirm in writing the accuracy of the representations and
warranties set forth in clause (j) of this Article or, if any such representation and warranty is not
accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts,
in writing, to the requesting party.
(l) Notwithstanding anything to the contrary in the Agreement, the Servicer shall (or
shall cause each Subservicer to) (i) immediately notify the Owner, the Master Servicer and any Depositor
in writing of (A) any material litigation or governmental proceedings pending against the Servicer or
any Subservicer of a type contemplated by Item 1117 of Regulation AB, (B) any affiliations or
relationships that develop following the closing date of a Pass-Through Transfer between the Servicer or
any Subservicer and any of the parties specified in clause (7) of paragraph (j) of this Article (and any
other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer
of a type contemplated by Item 1119 of Regulation AB, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all
of the assets of the Servicer, except as provided in clause (m) below, and (E) the Servicer's entry into
an agreement with a Subservicer to perform or assist in the performance of any of the Servicer's
material obligations under this Agreement or any Reconstitution Agreement related thereto and (ii)
provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships.
All notification pursuant to this clause (l), other than those pursuant to (l)(i)(A), should be
sent to:
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
With a copy to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx, Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
Notifications pursuant to (l)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Xxxxxx Xxxxx
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Associate General Counsel for Loan Administration
Facsimile: (000) 000-0000
With copies to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx, Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
(m) As a condition to the succession to the Servicer or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement related thereto by any Person (i) into
which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as
a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master
Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or
appointment, (x) written notice to the Owner, the Master Servicer and any Depositor of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner, the
Master Servicer and such Depositor, all information reasonably requested by the Owner, the Master
Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any class of asset-backed securities.
6. Article IV of the Agreement is hereby amended effective as of the date hereof by
adding the following after the first sentence of Section 4.01:
In addition, the Servicer shall furnish information regarding the borrower credit files related
to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations.
7. Article IV of the Agreement is hereby amended effective as of the date hereof by
adding the following as the last paragraph of Section 4.02:
The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall
have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal
agency has threatened legal action if the Prepayment Charge is enforced, (iii) the mortgage debt has
been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is
standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total
proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a
Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Owner by the
Remittance Date.
8. Article IV of the Agreement is hereby amended effective as of the date hereof by
revising the first paragraph of Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Servicer will use delinquency
recognition policies as described to and approved by the Owner, and shall revise these policies as
requested by the Owner from time to time.
9. Article V of the Agreement is hereby amended effective as of the date hereof by
deleting Section 5.02 in its entirety and replacing it with the following:
Section 5.02 Statements to the Owner.
The Servicer shall furnish to Owner an individual Mortgage Loan accounting report (a "Report"),
as of the last Business Day of each month, in the Servicer's assigned loan number order to document
Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, such
Report shall be received by the Owner no later than the fifth Business Day of the month of the related
Remittance Date on a disk or tape or other computer-readable format in such format as may be mutually
agreed upon by both the Owner and the Servicer, and in hard copy, which Report shall contain the
following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including
the date of such prepayment, and any prepayment penalties or premiums, along with a detailed report of
interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by
the Servicer during the prior distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal
Balance of all Mortgage Loans as of the first day of the distribution period and the last day of the
distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds received during the prior
distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
paid by the Servicer in accordance with Section 4.04(ix) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the
last day of the distribution period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan
(a) delinquent as grouped in the following intervals through final liquidation of such Mortgage Loan: 30
to 59 days, 60 to 89 days, 90 days or more; (b) as to which foreclosure has commenced; and (c) as to
which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss
following liquidation of such Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the
amount of any Monthly Advances made by the Servicer during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by
the Servicer with respect to such Mortgage Loan including the amount, terms and general purpose of such
Servicing Advances, and the aggregate amount of Servicing Advances for all Mortgage Loans during the
prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made
by the Servicer with respect to such Mortgage Loan including the amount, terms and general purpose of
such Nonrecoverable Advances, and the aggregate amount of Nonrecoverable Advances for all Mortgage Loans
during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
Advances and Nonrecoverable Advances reimbursed to the Servicer with respect to such Mortgage Loan
during the prior distribution period pursuant to Section 4.05, and the source of funds for such
reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Servicer for all Mortgage Loans during the prior distribution period pursuant
to Section 4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications,
extensions or waivers to the terms, fees, penalties or payments of such Mortgage Loan during the prior
distribution period or that have cumulatively become material over time;
(xvii) a description of any material breach of a representation or warranty set forth in
Article III herein or of any other breach of a covenant or condition contained herein and the status of
any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute
Mortgage Loan provided by the related originator and the Stated Principal Balance of any Mortgage Loan
that has been replaced by a substitute Mortgage Loan; and
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan
that has been repurchased by the related originator.
In addition, the Servicer shall provide to the Owner such other information known or available
to the Servicer, without unreasonable effort or expense unless participants in the asset-backed
securities market reasonably consider such item standard, that is necessary in order to provide the
distribution and pool performance information as required under Item 1121 of Regulation AB, as amended
from time to time, as determined by the Owner in its sole commercially reasonable discretion. The
Servicer shall also provide with each such Report a monthly report, in the form of Exhibit E hereto, or
such other form as is mutually acceptable to the company, the Purchaser and the Master Servicer, Exhibit
F with respect to defaulted loans and Exhibit L, with respect to realized losses and gains, in
electronic tape form.
The Servicer shall prepare and file any and all information statements or other filings
required to be delivered to any governmental taxing authority or to Owner pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Servicer
shall provide Owner with such information concerning the Mortgage Loans to the extent known or
reasonably available to the Servicer and as is necessary for Owner to prepare its federal income tax
return as Owner may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Servicer
shall furnish to each Person who was an Owner at any time during such calendar year an annual statement
in accordance with the requirements of applicable federal income tax law as to the aggregate of
remittances of principal and interest for the applicable portion of such year.
10. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.04 in its entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Servicer will deliver to the Owner and the Master Servicer, not later than March
1st of each calendar year beginning in 2007, an Officers' Certificate (an "Annual Statement of
Compliance") stating, as to each signatory thereof, that (i) a review of the activities of the Servicer
during the preceding calendar year and of performance under this Agreement or other applicable servicing
agreement has been made under such officers' supervision and (ii) to the best of such officers'
knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement
or other applicable servicing agreement in all material respects throughout such year, or, if there has
been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use to the extent used in connection with
a Pass-Through Transfer for compliance with Regulation AB or as otherwise required by law. Copies of
such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any
Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the
Servicer shall deliver an officer's certificate (an "Annual Certification") of the Subservicer as
described above as to each Subservicer with respect to the applicable Mortgage Loans and such servicing
responsibilities as and when required with respect to the Servicer.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by
March 1st of each calendar year beginning in 2007, an officer of the Servicer shall execute and deliver
an Annual Certification to the Owner, the Master Servicer and any related Depositor for the benefit of
each such entity and such entity's affiliates and the officers, directors and agents of any such entity
and such entity's affiliates, in the form attached hereto as Exhibit G. In the event that the Servicer
has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the
Servicer shall deliver an Annual Certification of the Subservicer as described above as to each
Subservicer with respect to the applicable Mortgage Loans and such servicing responsibilities as and
when required with respect to the Servicer.
(c) If the Servicer cannot deliver the related Annual Statement of Compliance or Annual
Certification by March 1st of such year, the Owner, at its sole option, may permit a cure period for the
Servicer to deliver such Annual Statement of Compliance or Annual Certification, but in no event later
than March 10th of such year.
Failure of the Servicer to timely comply with this Section 6.04 shall be deemed an Event of
Default, automatically, without notice and without any cure period, unless otherwise agreed to by the
Owner as set forth in Section 6.04(c), and Owner may, in addition to whatever rights the Owner may have
under Section 8.01 and at law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided
in Section 9.01 (except the Servicer shall be entitled to any reimbursements set forth in the
Agreement). Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement
to the contrary.
11. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.05 in its entirety and replacing it with the following:
Section 6.05 [Reserved].
12. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.09:
Section 6.09 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Servicer shall service and administer, and shall cause each
subservicer to servicer or administer, the Mortgage Loans in accordance with all applicable requirements
of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the
Servicer shall deliver to the Owner or its designee, the Master Servicer and any Depositor on or before
March 1st of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably
satisfactory to the Owner, the Master Servicer and any Depositor regarding the Servicer's assessment of
compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise reasonably required by
the Master Servicer, which as of the date hereof, require a report by an authorized officer of the
Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the
Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess
compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer's compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any
material instance of noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities transactions taken as a
whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the Servicer's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the
Servicer, which statement shall be based on the activities it performs with respect to asset-backed
securities transactions taken as a whole involving the Servicer, that are backed by the same asset type
as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit K hereto delivered to the Owner concurrently with the
execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or
before March 1st of each calendar year beginning in 2007, the Servicer shall furnish to the Owner or its
designee, the Master Servicer and any Depositor a report (an "Attestation Report") by a registered
public accounting firm that attests to, and reports on, the Assessment of Compliance made by the
Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB,
or as otherwise reasonably required by the Master Servicer, which Attestation Report must be made in
accordance with standards for attestation reports issued or adopted by the Public Company Accounting
Oversight Board.
The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer
pursuant to Section 11.15 to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, to deliver to the Owner, the Master Servicer and any Depositor an assessment of
compliance and accountants' attestation as and when provided in Section 6.09.
If the Servicer cannot deliver the related Assessment of Compliance or Attestation Report by
March 1st of such year, the Owner, at its sole option, may permit a cure period for the Servicer to
deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of
such year.
Failure of the Servicer to timely comply with this Section 6.09 shall be deemed an Event of
Default, automatically, without notice and without any cure period, unless otherwise agreed to by the
Owner as described herein, and Owner may, in addition to whatever rights the Owner may have under
Section 8.01 and at law or equity or to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section
9.01 (except the Servicer shall be entitled to any reimbursements set forth in the Agreement). Such
termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph
shall supercede any other provision in this Agreement or any other agreement to the contrary.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.08:
Section 6.10 Intent of the Parties; Reasonableness.
The Owner and the Servicer acknowledge and agree that a purpose of clause (j) of Article III,
5.02, 6.04, 6.09 and 10.02 of this Agreement is to facilitate compliance by the Owner and any Depositor
with the provisions of Regulation AB and related rules and regulations of the Commission. None of the
Owner, the Master Servicer or any Depositor shall exercise its right to request delivery of information
or other performance under these provisions other than in good faith, or for purposes other than
compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder. The Servicer acknowledges that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise,
and agrees to comply with reasonable requests made by the Owner or any Depositor in good faith for
delivery of information under these provisions on the basis of evolving interpretations of Regulation
AB. In connection with any Pass-Through Transfer, the Servicer shall cooperate fully with the Owner to
deliver to the Owner (including any of its assignees or designees) and any Depositor, any and all
statements, reports, certifications, records and any other information necessary in the good faith
determination of the Owner or any Depositor to permit the Owner or such Depositor to reasonably comply
with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any
Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the
Owner or any Depositor to be necessary in order to effect such compliance.
14. Article IX of the Agreement is hereby amended effective as of the date hereof by
deleting the first sentence of the last paragraph of Section 9.01 and replacing it with the following:
then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Owner, by notice in writing to the Servicer (or as otherwise stated herein, in which case,
automatically and without notice) may, in addition to whatever rights the Owner may have under Section
8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate
all the rights and obligations of the Servicer (and if the Servicer is servicing any of the Mortgage
Loans in a Pass-Through Transfer, appoint a successor servicer reasonably acceptable to the Master
Servicer for such Pass-Through Transfer) under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Servicer for the same.
15. Article IX of the Agreement is hereby amended effective as of the date hereof by
adding the following at the end of the last paragraph of Section 9.01:
The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master
servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such
designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as
servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of
this paragraph shall not limit whatever rights the Owner or any Depositor may have under other
provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in
equity or at law, such as an action for damages, specific performance or injunctive relief.
16. Article X of the Agreement is hereby amended effective as of the date hereof by
restating Section 10.02 in its entirety as follows:
Section 10.02. Cooperation of Servicer with a Reconstitution.
The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, on or
after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the Owner 's sole
option, the Owner may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then
subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through
Transfers.
With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, effected
by the Owner, Owner (i) shall reimburse Servicer for all reasonable out-of-pocket third party costs and
expenses related thereto and (ii) shall pay Servicer a reasonable amount representing time and effort
expended by Servicer related thereto (which amount shall be reasonably agreed upon by Servicer and Owner
prior to the expenditure of such time and effort); provided, however, that for each Whole Loan Transfer
and/or Pass-Through Transfer, the sum of such amounts described in subsections (i) and (ii) above shall
in no event exceed $5,000. For purposes of this paragraph, all Whole Loan Transfers and/or Pass-Through
Transfers made to the same entity within the same accounting cycle shall be considered one Whole Loan
Transfer or Pass-Through Transfer.
The Servicer agrees to execute in connection with any agreements among the Owner, the Servicer,
and any servicer in connection with a Whole Loan Transfer, an assignment, assumption and recognition
agreement, or, at Owner's request, a seller's warranties and servicing agreement or a participation and
servicing agreement or similar agreement in form and substance reasonably acceptable to the parties, and
in connection with a Pass-Through Transfer, a pooling and servicing agreement in form and substance
reasonably acceptable to the parties, (collectively the agreements referred to herein are designated,
the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not
contain any greater obligations on the part of Servicer than are contained in this Agreement.
Notwithstanding anything to the contrary in this Section 10.02, the Servicer agrees that it is required
to perform the obligations described in Exhibit H hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Owner, the Servicer agrees (1) to reasonably cooperate with the Owner and any prospective purchaser with
respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all
Reconstitution Agreements required by the Owner, provided the Servicer had the ability to negotiate such
Reconstitution Agreements in good faith; (3) to restate the representations and warranties set forth in
this Agreement as of the settlement or closing date in connection with such Reconstitution (each, a
"Reconstitution Date").
In addition, the Servicer shall provide to such servicer or issuer, as the case may be, and any
other participants in such Reconstitution:
(i) any and all information and appropriate verification of information which may be
reasonably available to the Servicer, whether through letters of its auditors and counsel or otherwise,
as the Owner or any such other participant shall request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters
from auditors, and certificates of public officials or officers of the Servicer as are reasonably agreed
upon by the Servicer and the Owner or any such other participant;
(iii) within 5 Business Days after request by the Owner, the information with respect to the
Servicer (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit J for convenience of reference
only, as determined by Owner in its sole commercially reasonable discretion. In the event that the
Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a
Subservicer, the Servicer shall provide the information required pursuant to this clause with respect to
the Subservicer;
(iv) within 5 Business Days after request by the Owner,
(a) information regarding any legal proceedings pending (or known to be contemplated)
against the Servicer (as servicer) and each Subservicer as required by Item 1117 of Regulation
AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit
J for convenience of reference only, as determined by Owner in its sole commercially reasonable
discretion,
(b) information regarding affiliations with respect to the Servicer (as servicer) and
each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the requirements of
which as of the date hereof is attached hereto as Exhibit J for convenience of reference only,
as determined by Owner in its sole commercially reasonable discretion, and
(c) information regarding relationships and transactions with respect to the Servicer
(as servicer) and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit J for
convenience of reference only, as determined by Owner in its sole commercially reasonable
discretion; and
(v) for the purpose of satisfying the reporting obligation under the Exchange Act with respect
to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i)
provide prompt notice to the Owner, the Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings involving the Servicer or any Subservicer of a type contemplated
by Item 1117 of Regulation AB, (B) any affiliations or relationships that develop following the closing
date of a Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified
in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the
requesting party) with respect to such Pass-Through Transfer of a type contemplated by Item 1119 of
Regulation AB, (C) any Event of Default under the terms of this Agreement or any Reconstitution
Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer,
and (E) the Servicer's entry into an agreement with a Subservicer to perform or assist in the
performance of any of the Servicer's material obligations under this Agreement or any Reconstitution
Agreement related thereto and (ii) provide to the Owner and any Depositor a description of such
proceedings, affiliations or relationships;
(vi) as a condition to the succession to the Servicer or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement related thereto by any Person (i) into
which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as
a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master
Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or
appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y)
in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all
information reasonably requested by the Owner or any Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(vii) in addition to such information as the Servicer, as servicer, is obligated to provide
pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the
filing of any distribution report on Form 10-D in respect of any Pass-Through Transfer that includes any
of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as
applicable, shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party
responsible for filing such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information, data, and materials related
thereto as may be required to be included in the related distribution report on Form 10-D (as specified
in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by
the same pool assets, any pool asset changes (such as, additions, substitutions or
repurchases), and any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(viii) the Servicer shall provide to the Owner, the Master Servicer and any Depositor upon
reasonable request, evidence of the authorization of the person signing any certification or statement,
copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial
information and reports, and such other information related to the Servicer or any Subservicer or the
Servicer or such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit J and the text of the
applicable Item of Regulation AB as cited above, the text of Regulation AB, its adopting release and
other public statements of the SEC shall control.
The Servicer shall indemnify the Owner, each affiliate of the Owner, and each of the following
parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person
(including, but not limited to, the Master Servicer, if applicable) responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as
underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act);
and the respective present and former directors, officers, employees, agents and affiliates of each of
the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising
out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any
written or electronic information, report, certification, data, accountants' letter or other written or
electronic material provided under this Section 10.02 by or on behalf of the Servicer, or provided under
this Section 10.02 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer
Information"), or (B) the omission or alleged omission to state in the Servicer Information a material
fact required to be stated in the Servicer Information or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, by way
of clarification, that clause (B) of this paragraph shall be construed solely by reference to the
Servicer Information and not to any other information communicated in connection with a sale or purchase
of securities, without regard to whether the Servicer Information or any portion thereof is presented
together with or separately from such other information;
(ii) any breach by the Servicer of its obligations under this Section 10.02, including
particularly any failure by the Servicer, any Subservicer or any Subcontractor to deliver any
information, report, certification, accountants' letter or other material when and as required under
this Section 10.02, including any failure by the Servicer to identify pursuant to Section 11.15 any
Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation
AB;
(iii) any breach by the Servicer of a representation or warranty set forth in Article III or in
a writing furnished pursuant to clause (k) of Article III and made as of a date prior to the closing
date of the related Pass-Through Transfer, to the extent that such breach is not cured by such closing
date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to
clause (k) of Article III to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Servicer in
connection with its performance under this Section 10.02.
If the indemnification provided for herein is unavailable or insufficient, as the
result of a court of law holding such indemnification void on the basis of public policy, to hold
harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or
payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by
such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Servicer on the other.
In the case of any failure of performance described above, the Servicer shall promptly
reimburse the Owner, any Depositor, as applicable, and each Person responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by
each such party in order to obtain the information, report, certification, accountants' letter or other
material not delivered as required by the Servicer, any Subservicer or any Subcontractor.
This indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement, and with respect thereto this
Agreement shall remain in full force and effect.
17. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.15:
Section 11.15. Use of Subservicers and Subcontractors.
(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution
Agreement related thereto unless the Servicer complies with the provisions of paragraph (b) of this
Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall
not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill
any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement
related thereto unless the Servicer complies with the provisions of paragraph (d) of this Section.
(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer)
for the benefit of the Owner and any Depositor to comply with the provisions of this Section and with
clauses (j) and (m) of Article III, 6.04, 6.09 and 10.02 of this Agreement to the same extent as if such
Subservicer were the Servicer with respect to the Mortgage Loans subserviced by the Subservicer, and to
provide the information required with respect to such Subservicer under clause (l) of Article III of
this Agreement; provided, however, that the Servicer is responsible for providing that information if
the Subservicer does not deliver any Annual Statement of Compliance, Assessment of Compliance or
Attestation Report. The Servicer shall be responsible for obtaining from each Subservicer and delivering
to the Owner, the Master Servicer and any Depositor any Annual Statement of Compliance required to be
delivered by such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report
required to be delivered by such Subservicer under Section 6.09 and any Annual Certification required
under Section 6.04(b) as and when required to be delivered.
(c) The Servicer shall promptly upon request provide to the Owner, the Master Servicer and
any Depositor (or any designee of the Depositor, such as an administrator) a written description (in
form and substance satisfactory to the Owner, the Master Servicer and such Depositor) of the role and
function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity
of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause
any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Owner and any
Depositor to comply with the provisions of Sections 6.09 and 10.02 of this Agreement to the same extent
as if such Subcontractor were the Servicer with respect to the Mortgage Loans for which the
Subcontractor is participating in the servicing function; provided, however, that the Servicer is
responsible for providing the information if the Subcontractor does not deliver any Assessment of
Compliance or Attestation Report. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Owner and any Depositor any Assessment of Compliance and Attestation
Report and the other certificates required to be delivered by such Subservicer and such Subcontractor
under Section 6.09, in each case as and when required to be delivered.
18. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.16:
Section 11.16. Third-Party Beneficiary.
For purposes of this Agreement, the Master Servicer shall be considered a third party
beneficiary of this Agreement, entitled to all the rights and benefits hereof as if it were a direct
party to this Agreement.
19. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its
entirety and replacing it with the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
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 file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
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 service 4 Max length of 6 6
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 Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
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 that MM/DD/YYYY 10
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 applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
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 by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status of a 15=Bankruptcy,
particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
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 loss, 2 No commas(,) or dollar signs 11
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. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
20. The Agreement is hereby amended as of the date hereof by deleting Exhibit F in its
entirety and replacing it with the following:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
XXXX_XXXXXXX Xxxxxx Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: 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 code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
21. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit G:
EXHIBIT G
FORM OF SERVICER CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF SERVICER] (the
"Company"), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon
this certification, that:
I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in the light of the circumstances under which such statements were
made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review conducted in preparing
the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the
Servicing Assessment and Attestation Report required to be provided by the Company and by any
Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has
been disclosed in such reports.
22. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit H:
EXHIBIT H
SERVICER'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Servicer shall (i) possess the ability to service to securitization documents; (ii) service
on a "Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO
Property), (iii) make compensating interest payments on payoffs and curtailments and (iv) remit
and report to a master servicer in format acceptable to such master servicer by the 10th
calendar day of each month.
o The Servicer shall provide an acceptable annual certification (officer's certificate) to the
master servicer (as required by the Xxxxxxxx-Xxxxx Act of 2002) as well as any other annual
certifications required under the securitization documents (i.e. the annual statement as to
compliance/annual independent certified public accountants' servicing report due by March 1st
of each year).
o The Servicer shall allow for the Owner, the master servicer or their designee to perform a
review of audited financials and net worth of the Servicer.
o The Servicer shall provide information on each Custodial Account as requested by the master
servicer or the Owner, and each Custodial Accounts shall comply with the requirements for such
accounts as set forth in the securitization documents.
o The Servicer shall maintain its servicing system in accordance with the requirements of the
master servicer.
23. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit I:
EXHIBIT I
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit I is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit I and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events
of default in accordance with the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures
are instituted to monitor the third party's performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage
loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the
servicing function throughout the reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and
related bank clearing accounts no more than two business days following receipt, or such other number of
days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by
authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any
interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established
as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth
in the transaction agreements. For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means a foreign financial institution that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank
accounts, including custodial accounts and related bank clearing accounts. These reconciliations are
(A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date,
or such other number of days specified in the transaction agreements; (C) reviewed and approved by
someone other than the person who prepared the reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in
accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree
with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage
loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution
priority and other terms set forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer's
investor records, or such other number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other
form of payment, or custodial bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in
accordance with any conditions or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage
loan documents are posted to the Servicer's obligor records maintained no more than two business days
after receipt, or such other number of days specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's records with
respect to an obligor's unpaid principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan
modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with
the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu
of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is
delinquent in accordance with the transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction agreements, and describe the entity's
activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and
payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are
computed based on the related mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
other number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before
the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the Servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor
are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to
the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor's
records maintained by the Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance
with the transaction agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item
1115 of Regulation AB, is maintained as set forth in the transaction agreements.
24. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit J:
EXHIBIT J
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit J is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit J and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including
interim service, 20% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer:
-a description of the Servicer's form of organization;
-a description of how long the Servicer has been servicing residential mortgage loans; a
general discussion of the Servicer's experience in servicing assets of any type as well as a more
detailed discussion of the Servicer's experience in, and procedures for the servicing function it will
perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Servicer's portfolio of mortgage loans of the type similar to the Mortgage
Loans and information on factors related to the Servicer that may be material to any analysis of the
servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including whether
any default or servicing related performance trigger has occurred as to any other securitization due to
any act or failure to act of the Servicer, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Servicer, and the extent
of outsourcing the Servicer uses;
-a description of any material changes to the Servicer's policies or procedures in the
servicing function it will perform under this Agreement and any Reconstitution Agreements for mortgage
loans of the type similar to the Mortgage Loans during the past three years;
-information regarding the Servicer's financial condition to the extent that there is a
material risk that the effect on one or more aspects of servicing resulting from such financial
condition could have a material impact on the performance of the securities issued in the Pass-Through
Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage
Loans, and the Servicer's processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Servicer on the
Mortgage Loans and the Servicer's overall servicing portfolio for the past three years; and
-the Servicer's process for handling delinquencies, losses, bankruptcies and recoveries, such
as through liquidation of REO Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1117
-describe any legal proceedings pending against the Servicer or against any of its property,
including any proceedings known to be contemplated by governmental authorities, that may be material to
the holders of the securities issued in the Pass-Through Transfer.
Item 1119(a)
-describe any affiliations of the Servicer, each other originator of the Mortgage Loans and
each Subservicer with the sponsor, depositor, issuing entity, trustee, any originator, any other
servicer, any significant obligor, enhancement or support provider or any other material parties related
to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding
entered into outside of the ordinary course of business or on terms other than those obtained in an
arm's length transaction with an unrelated third party, apart from the Pass-Through Transfer, between the
Servicer, each other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists
currently or has existed during the past two years, that may be material to the understanding of an
investor in the securities issued in the Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding
involving or relating to the Mortgage Loans or the Pass-Through Transfer, including the material terms
and approximate dollar amount involved, between the Servicer, each other originator of the Mortgage
Loans and each Subservicer, or their respective affiliates and the sponsor, depositor or issuing entity
or their respective affiliates, that exists currently or has existed during the past two years.
25. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit K:
EXHIBIT K
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Servicer] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF SERVICER] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
26. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit L:
EXHIBIT L
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate
line items. Claim packages are due on the remittance report date. Late submissions may result
in claims not being passed until the following month. The Servicer is responsible to remit all
funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 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. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved
Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and
Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
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
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 Type: REO Sale 3rd Party Sale Short Sale Charge
Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
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 (see page 2) ________________(5)
(6) Property Maintenance ________________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(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__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
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 / Gov't Insurance ________________ (18a)
HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
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(Tax /Ins.) Coverage
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27. Except as amended above, the Agreement shall continue to be in full force and effect
in accordance with its terms.
28. This Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts and of said counterparts taken together shall be deemed to constitute one and the
same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Owner
By:________________________________________
Name:
Title:
EVERHOME MORTGAGE COMPANY (F/K/A ALLIANCE
MORTGAGE COMPANY),
as Servicer
By:________________________________________
Name:
Title:
EXHIBIT H-3
EMC MORTGAGE CORPORATION
Purchaser,
FIRST TENNESSEE MORTGAGE SERVICES, INC.
Servicer,
FIRST HORIZON HOME LOAN CORPORATION
Seller,
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2003
(Fixed and Adjustable Rate Mortgage Loans)
TABLE OF CONTENTS
ARTICLE I
Section 1.01 Defined Terms............................................................................2
ARTICLE II
Section 2.01 Agreement to Purchase...................................................................14
Section 2.02 Purchase Price..........................................................................15
Section 2.03 Servicing of Mortgage Loans.............................................................15
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files...........15
Section 2.05 Books and Records.......................................................................16
Section 2.06 Transfer of Mortgage Loans..............................................................17
Section 2.07 Delivery of Mortgage Loan Documents.....................................................17
Section 2.08 Quality Control Procedures..............................................................19
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults.............................19
Section 2.10 Modification of Obligations.............................................................19
ARTICLE III
Section 3.01 Representations and Warranties of the Company...........................................21
Section 3.02 Representations and Warranties as to Individual Mortgage Loans..........................24
Section 3.03 Repurchase; Substitution................................................................33
Section 3.04 Representations and Warranties of the Purchaser.........................................35
ARTICLE IV
Section 4.01 Company to Act as Servicer..............................................................36
Section 4.02 Collection of Mortgage Loan Payments....................................................39
Section 4.03 Realization Upon Defaulted Mortgage Loans...............................................40
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.....................41
Section 4.05 Permitted Withdrawals from the Custodial Account........................................42
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts...........................43
Section 4.07 Permitted Withdrawals From Escrow Account...............................................44
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder..............................................45
Section 4.09 Transfer of Accounts....................................................................46
Section 4.10 Maintenance of Hazard Insurance.........................................................46
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.....................................47
Section 4.12 Fidelity Bond, Errors and Omissions Insurance...........................................48
Section 4.13 Title, Management and Disposition of REO Property.......................................48
Section 4.14 Notification of Maturity Date...........................................................50
ARTICLE V
Section 5.01 Distributions...........................................................................50
Section 5.02 Statements to the Purchaser.............................................................51
Section 5.03 Monthly Advances by the Company.........................................................53
Section 5.04 Liquidation Reports.....................................................................53
ARTICLE VI
Section 6.01 Assumption Agreements...................................................................53
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.................................54
Section 6.03 Servicing Compensation..................................................................55
Section 6.04 Annual Statement as to Compliance.......................................................56
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.......................56
Section 6.06 Purchaser's Right to Examine Company Records............................................56
ARTICLE VII
Section 7.01 Company Shall Provide Information as Reasonably Required................................57
ARTICLE VIII
Section 8.01 Indemnification; Third Party Claims.....................................................58
Section 8.02 Merger or Consolidation of the Company..................................................58
Section 8.03 Limitation on Liability of the Company and Others.......................................59
Section 8.04 Company Not to Assign or Resign.........................................................59
Section 8.05 No Transfer of Servicing................................................................59
ARTICLE IX
Section 9.01 Events of Default......................................................................61
Section 9.02 Waiver of Defaults.....................................................................62
ARTICLE X
Section 10.01 Termination............................................................................62
Section 10.02 Termination without cause..............................................................63
ARTICLE XI
Section 11.01 Successor to the Company...............................................................63
Section 11.02 Amendment..............................................................................64
Section 11.03 Recordation of Agreement...............................................................65
Section 11.04 Governing Law..........................................................................65
Section 11.05 Notices................................................................................65
Section 11.06 Severability of Provisions.............................................................66
Section 11.07 Exhibits...............................................................................66
Section 11.08 General Interpretive Principles........................................................66
Section 11.09 Reproduction of Documents..............................................................67
Section 11.10 Confidentiality of Information.........................................................67
Section 11.11 Recordation of Assignment of Mortgage..................................................67
Section 11.12 Assignment by Purchaser................................................................68
Section 11.13 No Partnership.........................................................................68
Section 11.14 Execution: Successors and Assigns......................................................68
Section 11.15 Entire Agreement.......................................................................68
Section 11.16 No Solicitation........................................................................68
Section 11.17 Closing................................................................................69
Section 11.18 Cooperation of Company with Reconstitution.............................................70
EXHIBITS
A Contents of Mortgage File
B Custodial Account Letter Agreement
C Escrow Account Letter Agreement
D Form of Assignment, Assumption and Recognition Agreement
E Form of Trial Balance
F [reserved]
G Request for Release of Documents and Receipt
H Company's Underwriting Guidelines
I Form of Term Sheet
This is a Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003 and is
executed among EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac Xxxxxx Xxxxx XX, 000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Purchaser"), FIRST TENNESSEE MORTGAGE SERVICES,
INC., as servicer (the "Servicer") with offices located at 0000 Xxxxxxx Xxx, Xxxxxx, Xxxxx 00000 and
FIRST HORIZON HOME LOAN CORPORATION, as seller (the "Seller") with offices located at 0000 Xxxxxxx Xxx,
Xxxxxx, Xxxxx 00000 (the Servicer and the Seller together referred to as the "Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has
heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing
retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security
instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the
Mortgage Loan Schedule, which is annexed to the related Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of
the Company with respect to itself and the Mortgage Loans and the management, servicing and control of
the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser
and the Company agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices (including collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, and which are in accordance with Xxxxxx Mae servicing practices and procedures, for
MBS pool mortgages, as defined in the Xxxxxx Xxx Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage
Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan
by an appraiser who met the requirements of the Company and Xxxxxx Mae.
Assignment: An individual 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 of record the sale or transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the
State of New York or State of Texas, or (iii) a day on which banks in the State of New York or State of
Texas are authorized or obligated by law or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: Reference to the Seller and Servicer.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President,
any Vice President or Treasurer of Company stating the date by which Company expects to receive any
missing documents sent for recording from the applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be released to a Mortgagor in accordance with the terms of the related
Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which
relates to the Mortgage Loans.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by the Mortgagor and relating to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a
residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as
determined by an appraisal made for the Company (by an appraiser who met the requirements of the Company
and Xxxxxx Xxx) at the request of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance
Policy in accordance with federal, state and local laws and regulations or otherwise made at the request
of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current
Appraised Value of the Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to
Section 4.04 which shall be entitled "[_____________________], in trust for the [Purchaser], Owner of
Adjustable Rate Mortgage Loans" and shall be established in an Eligible Account, in the name of the
Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and
its successors and assigns, as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of 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, which is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of
the month preceding the month of such Remittance Date and ending on the first day of the month of the
Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts
created, maintained and monitored by the Company so that all funds deposited therein are fully insured,
or (ii) as a trust account with the corporate trust department of a depository institution or trust
company organized under the laws of the United States of America or any one of the states thereof or the
District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an
entity which is an institution whose deposits are insured by the FDIC, the unsecured and
uncollateralized long-term debt obligations of which shall be rated "A2" or higher by Standard & Poor's
and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating
Agency, and which is either (a) a federal savings association duly organized, validly existing and in
good standing under the federal banking laws, (b) an institution duly organized, validly existing and in
good standing under the applicable banking laws of any state, (c) a national banking association under
the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership
of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans
shall be fully protected against the claims of any creditors of the Company (or any sub-servicer) and of
any creditors or depositors of the institution in which such account is maintained or (v) in a separate
non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a
Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the
Company shall provide the Purchaser with written notice on the Business Day following the date on which
the applicable institution fails to meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one
of the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial
Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt
ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which
were in excess of the outstanding principal balance of the existing mortgage loan as defined in the
Xxxxxx Xxx Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to
Section 4.06 which shall be entitled "[__________________], in trust for the [Purchaser], Owner of
Adjustable Rate Mortgage Loans, and various Mortgagors" and shall be established in an Eligible Account,
in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and
hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Xxxxxx Mae: The Federal National Mortgage Association, or any successor thereto.
Xxxxxx Mae Guide(s): The Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide and all
amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the
month following the month in which the related Closing Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the
Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the
interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum
increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest
Rate over the term of such Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage
Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or
otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original
outstanding principal amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property
as of the Origination Date with respect to a Refinanced Mortgage Loan, and (ii) the lesser of the
Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price of the
Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set
forth in each related Mortgage Note which is added to the Index in order to determine the related
Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date
pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan
which is payable by a Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage
Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are
specified in Exhibit A hereto and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy
as described in Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which
may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the
provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each
Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan
Schedule attached to the related Term Sheet, which Mortgage Loan includes without limitation the
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest
remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee
Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such
schedule setting forth the following information with respect to each Mortgage Loan in the related
Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or
an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(6) the original months to maturity of the Mortgage Loan;
(7) the remaining months to maturity from the related Cut-off Date, based on the original
amortization schedule and, if different, the maturity expressed in the same manner but based on the
actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with
respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date
immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any,
Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of
business on the related Cut-off Date, after deduction of payments of principal due on or before the
related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, equity take-out refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing
Date that any Monthly Payment has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(20) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage
Insurance Policy and the name of the related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the
conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid
principal balance of the Mortgage Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(24) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary
Mortgage Insurance Policy and the name of the related insurance carrier and the Lender Paid Mortgage
Insurance Rate;
(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the
amount and term thereof; and
(27) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the
related Term Sheet shall set forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note,
consisting of a single parcel of real estate considered to be real estate under the laws of the state in
which such real property is located which may include condominium units and planned unit developments,
improved by a residential dwelling; except that with respect to real property located in jurisdictions
in which the use of leasehold estates for residential properties is a widely-accepted practice, a
leasehold estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made
or proposed to be made by the Company pursuant to this Agreement, that, in the good faith judgment of
the Company, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it
from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds or otherwise with respect to the related Mortgage Loan.
OCC: Office of the Comptroller of the Currency, or any successor thereto.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries 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, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in
connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but
rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, or any successor thereto.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease
in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the
related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any
depository institution or trust company incorporated under the laws of the United States of America
or any state thereof and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating and/or the
long-term unsecured debt obligations or deposits of such depository institution or trust company at
the time of such investment or contractual commitment providing for such investment are rated in
one of the two highest rating categories by each Rating Agency and (b) any other demand or time
deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with
respect to (a) any security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) described in clause
(ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof that
are rated in one of the two highest rating categories by each Rating Agency at the
time of such investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation will not be
Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as
Permitted Investments to exceed 10% of the aggregate outstanding principal balances of
all of the Mortgage Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) which are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each
Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities and which money
market funds are rated in one of the two highest rating categories by each Rating
Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal and interest with a yield to
maturity in excess of 120% of the yield to maturity at par or if such investment or security is
purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan
that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to
the excess of one month's interest at the applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate)
actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the
month in which such Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be
in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company
pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the
average rate in the Wall Street Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or
partial which is received in advance of its scheduled Due Date, including any prepayment penalty or
premium thereon and 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.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct
or indirect in the related Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and
the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the
regulations promulgated thereunder and the requirements of Xxxxxx Xxx, all as in effect on the date the
Mortgage Loan was originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in
which the related Mortgaged Property is located, duly authorized and licensed in such states to transact
the applicable insurance business and to write the insurance provided, approved as an insurer by Xxxxxx
Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized
rating agencies issuing ratings with respect to such securities, if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in
whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of
the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if
such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as
described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the
greater of 100% or the percentage of par as stated in the Confirmation multiplied by the Stated
Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such outstanding
principal balance at the Mortgage Loan Remittance Rate from the last date through which interest has
been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third
party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased; less
amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the
Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the
Mortgagor to acquire the related Mortgaged Property, the amount paid by the related Mortgagor for such
Mortgaged Property.
Seller: First Horizon Home Loan Corporation, its successors in interest and assigns, as
permitted by this Agreement.
Servicer: First Tennessee Mortgage Services, Inc., its successors in interest and assigns, as
permitted by this Agreement.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of
its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration
and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
or any legal work or advice specifically related to servicing the Mortgage Loans, including but not
limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by
subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage
Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to
which such expenses relate and, upon Purchaser's request, provides documentation supporting such expense
(which documentation would be acceptable to Xxxxxx Xxx), and provided further that any such enforcement,
administrative or judicial proceeding does not arise out of a breach of any representation, warranty or
covenant of the Company hereunder), (c) the management and liquidation of the Mortgaged Property if the
Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments,
water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any expenses
reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in
accordance with the terms of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the outstanding 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 the Company, or as otherwise provided under
Section 4.05 and in accordance with the Xxxxxx Mae Guide(s). Any fee payable to the Company for
administrative services related to any REO Property as described in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company
consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser
and copies of the Mortgage Loan Documents listed in Exhibit A, the originals of which are delivered to
the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the
principal balance of such 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 Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the
servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which
shall be executed and delivered by the Company and the Purchaser to provide for the sale and servicing
pursuant to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto,
which supplemental agreement shall contain certain specific information relating to such sale of such
Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an
aggregate Stated Principal Balance on the related Cut-off Date set forth in the related Term Sheet in an
amount as set forth in the Confirmation, or in such other amount as agreed by the Purchaser and the
Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted by
the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall
deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to
be purchased on the related Closing Date to the Purchaser at least two (2) Business Days prior to the
related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and the related Term
Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the
Confirmation (subject to adjustment as provided therein), multiplied by the Stated Principal Balance, as
of the related Cut-off Date, of the Mortgage Loan listed on the related Mortgage Loan Schedule attached
to the related Term Sheet, after application of scheduled payments of principal due on or before the
related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company,
at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related
Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date
through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid
on the related Closing Date by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date,
(2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however,
that all scheduled payments of principal due on or before the related Cut-off Date and collected by the
Company or any successor servicer after the related Cut-off Date shall belong to the Company), and (3)
all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of
any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding
principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application
of payments of principal due on or before the related Cut-off Date whether or not collected, together
with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related
Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid
amounts shall be the property of the Purchaser. The Company shall deposit any such prepaid amounts into
the Custodial Account, which account is established for the benefit of the Purchaser for subsequent
remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby
agree to directly service the Mortgage Loans listed on the related Mortgage Loan Schedule attached to
the related Term Sheet subject to the terms of this Agreement and the related Term Sheet. The rights of
the Purchaser to receive payments with respect to the related Mortgage Loans shall be as set forth in
this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed
to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges
that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the
right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the
Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the
expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the
contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to
the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans.
The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a
custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including
the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits,
proceeds and obligations arising therefrom or in connection therewith, has been vested in the
Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds
received on or in connection with the Mortgage Loans and all records or documents with respect to the
Mortgage Loans prepared by or which come into the possession of the Company shall be received and held
by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any
portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company
shall release its custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as incidental to the Company's
servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with
respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall
not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other
financial statements as a sale of assets by the Company. The Company shall be responsible for
maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall
be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available
for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and regulations, and requirements
of Xxxxxx Xxx or FHLMC, as applicable, including but not limited to documentation as to the method used
in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as
amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium
project as required by Xxxxxx Mae or FHLMC, and periodic inspection reports as required by Section
4.13. To the extent that original documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for
inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser
retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that
regulate Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access,
during normal business hours, upon reasonable advance notice to Company and without cost to Company or
such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be
required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such
reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof.
For the purposes of this Agreement, the Company shall be under no obligation to deal with any person
with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage
Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of
the Company show such person as the owner of the Mortgage Loan. 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 a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart
of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the
form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The
Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall xxxx its books and records to reflect the ownership of the Mortgage Loans of such
assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to
the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.
The Company shall deliver and release to the Purchaser or its designee the Mortgage
Loan Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents
enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be
delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to
the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A
hereto, together with all other documents executed in connection with the Mortgage Loan that Company may
have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company
cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance,
including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon
receipt thereof and in any case not later than 120 days from the related Closing Date, deliver such
original documents, including original recorded documents, to the Purchaser or its designee (unless the
Company is delayed in making such delivery by reason of the fact that such documents shall not have been
returned by the appropriate recording office). If delivery is not completed within 120 days solely due
to delays in making such delivery by reason of the fact that such documents shall not have been returned
by the appropriate recording office, Company shall deliver such document to Purchaser, or its designee,
within such time period as specified in a Company's Officer's Certificate. In the event that documents
have not been received by the date specified in the Company's Officer's Certificate, a subsequent
Company's Officer's Certificate shall be delivered by such date specified in the prior Company's
Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be
repeated until the documents have been received and delivered. If delivery is not completed within 180
days solely due to delays in making such delivery by reason of the fact that such documents shall not
have been returned by the appropriate recording office, the Company shall continue to use its best
efforts to effect delivery as soon as possible thereafter, provided that if such documents are not
delivered by the 270th day from the date of the related Closing Date, the Company shall repurchase the
related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof.
The Company shall pay all initial recording fees, if any, for the assignments of mortgage and
any other fees in connection with the transfer of all original documents to the Purchaser or its
designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign
the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for recording the
assignments of mortgage.
Company shall provide an original or duplicate original of the title insurance policy to
Purchaser or its designee within ninety (90) days of the receipt of the recorded documents (required for
issuance of such policy) from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or
reduce the Company's obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the
Purchaser shall, or shall cause its designee to, give written specification of such defect to the
Company which may be given in the exception report or the certification delivered pursuant to this
Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage Loan in
accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance
with Section 4.01 or 6.01 within one week of their execution; provided, however, that the Company shall
provide the Purchaser, or its designee, with a certified true copy of any such document submitted for
recordation within one week of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public recording office to be a
true and complete copy of the original within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from
Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the written request of
the Company, within ten (10) Business Days, deliver to the Company, any requested documentation
previously delivered to Purchaser as part of the Mortgage File, provided that such documentation is
promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the
document, and provided that during the time that any such documentation is held by the Company, such
possession is in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and its
designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and
expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss,
damage, or misplacement of any documentation delivered to Company pursuant to this paragraph.
Section 2.08 Quality Control Procedures.
The Company must have an internal quality control program that verifies, on a regular basis,
the existence and accuracy of the legal documents, credit documents, property appraisals, and
underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of
its loan production and servicing activities. The program is to ensure that the Mortgage Loans are
originated and serviced in accordance with prudent mortgage banking practices and accounting principles;
guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments in Full; Near Term Payment Defaults
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three
months after the related Closing Date, the Company shall remit to the Purchaser an amount equal to the
excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal
Prepayment in full. Such remittance shall be made by the Company to Purchaser not later than five (5)
Business Days after notice to the Company.
In the event either of the first three (3) scheduled Monthly Payments which are due under any
Mortgage Loan after the related Cut-off Date are not made during the month in which such Monthly
Payments are due, then not later than five (5) Business Days after notice to the Company by Purchaser
(and at Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from the Purchaser
pursuant to the repurchase provisions contained in this Subsection 3.03.
Section 2.10 Modification of Obligations.
Purchaser may, without any notice to Company, extend, compromise, renew, release, change,
modify, adjust or alter, by operation of law or otherwise, any of the obligations of the Mortgagors or
other persons obligated under a Mortgage Loan without releasing or otherwise affecting the obligations
of Company under this Agreement, or with respect to such Mortgage Loan, except to the extent Purchaser's
extension, compromise, release, change, modification, adjustment, or alteration affects Company's
ability to collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the
extent such action has such effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.
Each the Seller and Servicer represents, warrants and covenants to the Purchaser that, as of
the related Closing Date or as of such date specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing
under the laws of the State of Kansas and has all licenses necessary to carry out its business as now
being conducted, and is licensed and qualified to transact business in and is in good standing under the
laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable
law from such licensing or qualification or is otherwise not required under applicable law to effect
such licensing or qualification and no demand for such licensing or qualification has been made upon
such Company by any such state, and in any event such Company is in compliance with the laws of any such
state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of
the Mortgage Loans in accordance with the terms of this Agreement. The Servicer is a wholly owned
subsidiary of the Seller;
(b) The Company has the full power and authority and legal right to hold, transfer and convey
each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into
and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct
its business as presently conducted, has duly authorized the execution, delivery and performance of this
Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and
delivered this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this
Agreement and the related Term Sheet and each Assignment to the Purchaser and any agreements
contemplated hereby, constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, and all requisite corporate action has been taken by the
Company to make this Agreement and the related Term Sheet and all agreements contemplated hereby valid
and binding upon the Company in accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the
origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the
Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance
with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the
terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or
result in a material breach of any of the terms, conditions or provisions of any legal restriction or
any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a
default or result in an acceleration under any of the foregoing, or result in the material violation of
any law, rule, regulation, order, judgment or decree to which the Company or its properties are subject,
or impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or, to the best of
Company's knowledge, threatened, or any order or decree outstanding, with respect to the Company which,
either in any one instance or in the aggregate, is reasonably likely to have a material adverse effect
on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this
Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Company of or compliance by the Company
with this Agreement or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the
Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this Agreement
or the related Term Sheet, except for consents, approvals, authorizations and orders which have been
obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term
Sheet is in the ordinary course of business of the Company and Company, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the
related Term Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or
servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with
applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and
prudent in the mortgage origination and servicing business. Each Mortgage Loan has been serviced in all
material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that
the Company, on behalf of an investor, is entitled to collect, all such payments are in the possession
of, or under the control of, the Company, and there exist no deficiencies in connection therewith for
which customary arrangements for repayment thereof have not been made. All escrow payments have been
collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed
item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or
other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the
related Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less
desirable or valuable than other comparable mortgage loans in the Company's portfolio at the related
Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for
reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Xxxxxx Mae,
FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such
mortgage loans. The Company is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service
mortgage loans for Xxxxxx Xxx and FHLMC and no event has occurred which would make Company unable to
comply with eligibility requirements or which would require notification to either Xxxxxx Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it
cannot perform each and every covenant contained in this Agreement or the related Term Sheet. The
Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent.
The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the
Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf
of, Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions
contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading
in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing Fee shall be treated by the
Company, for accounting and tax purposes, as compensation for the servicing and administration of the
Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received by
Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet
constitutes fair consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years. All such financial information fairly presents the pertinent results of
operations and financial position for the period identified and has been prepared in accordance with
GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the business, operations, financial condition, properties or assets of the
Company since the date of the Company's financial information that would have a material adverse effect
on its ability to perform its obligations under this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person
that may be entitled to any commission or compensation in connection with the sale of the Mortgage
Loans;
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the
percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the related Cut-off
Date, based on the outstanding Stated Principal Balances of the Mortgage Loans as of the related Cut-off
Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off Date,
whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the
percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as
described in the preceding sentence). The Company hereby represents and warrants to the Purchaser, as to
each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term
Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first
priority ownership interest in an estate in fee simple in real property securing the related Mortgage
Note subject to principles of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made
as of the related Closing Date; the Mortgage Loan has not been dishonored; there are no material
defaults under the terms of the Mortgage Loan; the Company has not advanced its own 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 Loan. As of the related Closing Date, all of the Mortgage Loans will have an actual interest
paid to date of their related Cut-off Date(or later) and will be due for the scheduled monthly payment
next succeeding the Cut-off Date (or later), as evidenced by a posting to Company's servicing collection
system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the
related Closing Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any
payment due thereunder was not paid by the Mortgagor in the month such payment was due;
(d) There are no defaults by Company in complying with the terms of the Mortgage, and all
taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing have been paid, or escrow funds have been
established in an amount sufficient to pay for every such escrowed item which remains unpaid and which
has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or
modified in any respect, except by written instruments which have been recorded to the extent any such
recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of
waiver, alteration or modification has been executed except in connection with a modification agreement
and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement and which assumption agreement is part
of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the
substance of any such waiver, alteration or modification has been approved by the issuer of any related
Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related
policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off,
counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render
the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto; and as of the related Closing
Date the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are
insured by a Qualified Insurer, against loss by fire, hazards of extended coverage and such other
hazards as are provided for in the Xxxxxx Xxx or FHLMC Guide, as well as all additional requirements set
forth in Section 4.10 of this Agreement. All such standard hazard policies are in full force and effect
and contain a standard mortgagee clause naming the Company and its successors in interest and assigns as
loss payee and such clause is still in effect and all premiums due thereon have been paid. If required
by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood
insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to Xxxxxx Mae or FHLMC requirements, as well as all additional
requirements set forth in Section 4.10 of this Agreement. Such policy was issued by a Qualified
Insurer. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor. Neither the Company (nor any prior originator or servicer of any of the
Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair
the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity
and binding effect of either;
(h) Any and all requirements of any federal, state or local law including, without limitation,
usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to the Mortgage Loan have been complied with in all material
respects. None of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or
12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home
Ownership and Equity Protection Act of 1994, as amended or (b) classified and/or defined as a "high
cost", "covered", or "predatory" loan under any other state, federal or local law or regulation or
ordinance, including, but not limited to, the States of Georgia and North Carolina and the City of New
York. The Company maintains, and shall maintain, evidence of such compliance as required by applicable
law or regulation and shall make such evidence available for inspection at the Company's office during
normal business hours upon reasonable advance notice;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or
rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or
in part nor has any instrument been executed that would effect any such release, cancellation,
subordination or rescission. The Company has not waived the performance by the Mortgagor of any action,
if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor
has the Company waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the
Mortgaged Property, including all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and
all additions, alterations and replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors. The Mortgage and the Mortgage Note
do not contain any evidence of any security interest or other interest or right thereto. Such lien is
free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the
Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not
yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording which are acceptable to mortgage lending
institutions generally and either (A) which are referred to in the lender's title insurance policy
delivered to the originator or otherwise considered in the appraisal made for the originator of the
Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the
Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are
commonly subject which do not individually or in the aggregate materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of
the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related
to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting,
enforceable and perfected first lien and first priority security interest on the property described
therein, and the Company has the full right to sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its
terms subject to principles of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors, and the Company has taken all action necessary to transfer such
rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage. The Mortgage Loan Documents are on forms acceptable to Xxxxxx Xxx and FHLMC. The Mortgage
Note and the Mortgage have been duly and properly executed by such parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on
the part of Company or the Mortgagor, or on the part of any other party involved in the origination or
servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder, and any and all requirements as to completion of any
on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied
with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of
the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under
the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the Purchaser, the Company will
retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the
Purchaser's designee in trust only for the purpose of servicing and supervising the servicing of the
Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any
person other than Purchaser, and the Company had good and marketable title to and was the sole owner
thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and
authority subject to no interest or participation of, or agreement with, any other party, to sell and
assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the
Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan
as set forth in this Agreement. After the related Closing Date, the Company will not have any right to
modify or alter the terms of the sale of the Mortgage Loan and the Company will not have any obligation
or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as provided in this
Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other
generally acceptable form of policy or insurance acceptable to Xxxxxx Xxx or FHLMC (including adjustable
rate endorsements), issued by a title insurer acceptable to Xxxxxx Mae or FHLMC and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and against
any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of
the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Where required
by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such
lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the
Purchaser or the assignment to the Purchaser of the Company's interest therein does not require the
consent of or notification to the insurer and such lender's title insurance policy is in full force and
effect and will be in full force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title insurance policy, and no prior
holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has done, by act
or omission, anything which would impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach, violation or event
permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to or equal to the lien of the related
Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the
appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and
no improvements on adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above and all improvements on
the property comply with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with,
the Company's underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at
an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly
Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage
contains the usual and enforceable provisions of the Company at the time of origination for the
acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged
Property is sold without the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the
Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there
currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The
Company has not received notification that any such proceedings are scheduled to commence at a future
date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a
deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or
other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if
required under applicable law to act as such, has been properly designated and currently so serves and
is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will
become payable by the Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to
the final approval of the mortgage loan application by a Qualified Appraiser, approved by the Company,
who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security
thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and
the appraisal and appraiser both satisfy the requirements of Xxxxxx Xxx or FHLMC and Title XI of the
Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated
thereunder, all as in effect on the date the Mortgage Loan was originated. The appraisal is in a form
acceptable to Xxxxxx Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were)
(A) in compliance with any and all applicable licensing requirements of the laws of the state wherein
the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified
to do business in such state, or (3) federal savings and loan associations or national banks or a
Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business
in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien
of the corresponding Mortgage and the security interest of any applicable security agreement or chattel
mortgage referred to above and such collateral does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials
required by applicable law with respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features. Unless
otherwise indicated on the related Mortgage Loan Schedule, no Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has
no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property,
the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to
regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred
and sixty (360) day year. The Mortgage Loans have an original term to maturity of not more than thirty
(30) years, with interest payable in arrears on the first day of each month. As to each adjustable rate
Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal
the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each
applicable Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as
applicable. Over the term of each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not
exceed such Mortgage Loan's Lifetime Rate Cap. None of the Mortgage Loans are "interest-only" Mortgage
Loans or "negative amortization" Mortgage Loans. With respect to each adjustable rate Mortgage Loan,
each Mortgage Note requires a monthly payment which is sufficient (a) during the period prior to the
first adjustment to the Mortgage Interest Rate, to fully amortize the original principal balance over
the original term thereof and to pay interest at the related Mortgage Interest Rate, and (b) during the
period following each Adjustment Date, to fully amortize the outstanding principal balance as of the
first day of such period over the then remaining term of such Mortgage Note and to pay interest at the
related Mortgage Interest Rate. With respect to each adjustable rate Mortgage Loan, the Mortgage Note
provides that when the Mortgage Interest Rate changes on an Adjustment Date, the then outstanding
principal balance will be reamortized over the remaining life of the Mortgage Loan. No Mortgage Loan
contains terms or provisions which would result in negative amortization. None of the Mortgage Loans
contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed
interest rate. None of the Mortgage Loans are considered agricultural loans;
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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the
excess of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged
Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the
purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as
to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage
Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance Policy have been and are
being complied with, such policy is in full force and effect, and all premiums due thereunder have been
paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser. No
action, inaction, or event has occurred and no state of facts exists that has, or will result in the
exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage
Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy,
subject to state and federal law, and to pay all premiums and charges in connection therewith. No action
has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will result
in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy
(including, without limitation, any exclusions, denials or defenses which would limit or reduce the
availability of the timely payment of the full amount of the loss otherwise due thereunder to the
insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of the
Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for
the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance
premium. None of the Mortgage Loans are subject to "lender-paid" mortgage insurance;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of
the jurisdiction in which the Mortgaged Property is located;
(jj) Unless otherwise indicated on the related Mortgage Loan Schedule, none of the Mortgage
Loans are secured by an interest in a leasehold estate. The Mortgaged Property is located in the state
identified in the related Mortgage Loan Schedule and consists of a single parcel of real property with a
detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or
an individual condominium unit in a condominium project, or an individual unit in a planned unit
development or a de minimis planned unit development, provided, however, that no residence or dwelling
is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or a
mobile home. Any non-warrantable condominium unit, condominium unit or planned unit development
conforms with the Company's underwriting guidelines. As of the date of origination, no portion of any
Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of any
Mortgaged Property has been, or currently is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds
were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of
each month in monthly installments of principal and interest, which installments are subject to change
due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with interest calculated
and payable in arrears. Each of the Mortgage Loans will amortize fully by the stated maturity date,
over an original term of not more than thirty years from commencement of amortization;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully
occupied under applicable law, and all inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in
which compliance with any environmental law, rule or regulation is an issue; there is no violation of
any environmental law, rule or regulation with respect to the Mortgaged Property; and the Company has
not received any notice of any environmental hazard on the Mortgaged Property and nothing further
remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting
a prerequisite to use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any
relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to
facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty
for a term in excess of five years from the date such Mortgage Loan was originated. Except as otherwise
set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment
penalty, such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted
under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount
prepaid in excess of 20% of the original principal balance of such Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance
of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is
only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan
were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding
sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a
reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on
the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to sections 203 and 211 of the National Housing Act, a savings and loan
association, a savings bank, a commercial bank, credit union, insurance company or similar institution
which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged
Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments
and adjustments of the outstanding principal balance are enforceable, all such adjustments have
been properly made, including the mailing of required notices, and such adjustments do not and will
not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed
its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine
whether all interest rate adjustments have been made in accordance with the terms of the Mortgage
Note and Mortgage; and
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required
pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each
Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its
designee, or its assignee.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the
Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of
examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of
any of the foregoing representations and warranties which materially and adversely affects the value of
the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other. The Company shall have a period of sixty (60)
days from the earlier of its discovery or its receipt of notice of any such breach within which to
correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not
corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not
later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such
Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole
option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve
any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60)
days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans
shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such
repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the
amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the
Company may, with the Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days
from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and
substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such
defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of
the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the
removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan
therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to
the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute
Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon
during such month shall be the property of the Purchaser and accrued interest for such month on the
Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such
month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on
the Due Date in the month of substitution shall be the property of the Company and the principal payment
on the Mortgage Loan for which the substitution is made due on such date shall be the property of the
Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage
Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance
(after application of the principal portion of all scheduled payments due in the month of substitution)
of all the substitute Mortgage Loans in the month of substitution is less then the aggregate Stated
Principal Balance (after application of the principal portion of the scheduled payment due in the month
of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such
deficiencies described in the preceding sentence for any Remittance Date shall be deposited into the
Custodial Account by the Company on the related Determination Date in the month following the calendar
month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03
to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to
Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties. If the Company fails to repurchase or substitute for a defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to
Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser
pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled
to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph
shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections
10.01 and 11.01.
Any cause of action against the Company relating to or arising out of the breach of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon
(i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the
Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision
of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is
imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start
up day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of
Counsel to the effect that such substitution will not (i) result in the imposition of taxes on
"prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject
the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related
Closing Date or as of such date specifically provided herein:
(a) The Purchaser is a corporation, dully organized validly existing and in good standing under the
laws of the State of Delaware and is qualified to transact business in, is in good standing under the
laws of, and possesses all licenses necessary for the conduct of its business in, each state in which
any Mortgaged Property is located or is otherwise except or not required under applicable law to effect
such qualification or license;
(b) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each
Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and perform,
and to enter into and consummate all transactions contemplated by this Agreement and the related Term
Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery
and performance of this Agreement and the related Term Sheet, has duly executed and delivered this
Agreement and the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the
purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet
will conflict with any of the terms, conditions or provisions of the Purchaser's charter or by-laws or
materially conflict with or result in a material breach of any of the terms, conditions or provisions of
any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which
it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result
in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser
or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's knowledge, threatened
with respect to the Purchaser which is reasonably likely to have a material adverse effect on the
purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and
the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial
condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement and the related Term Sheet except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related
Term Sheet is in the ordinary course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a
purchase for reporting, tax and accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that
it cannot perform each and every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations
and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the
Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole
remedies of the Seller respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer.
The Company, as independent contract servicer, shall service and administer the Mortgage Loans
in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, 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 which the Company may deem necessary or desirable and
consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing
Practices and exercise the same care that it customarily employs for its own account. Except as set
forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in
strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option),
which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance
of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the
maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of
Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title,
management and disposition of REO Property, permitted withdrawals with respect to REO Property,
liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of
Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and
facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing
provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the
Xxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be
binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any
manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided,
however, that unless the Company has obtained the prior written consent of the Purchaser, the Company
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce
or increase the outstanding principal balance (except for actual payments of principal) or change the
final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed
to in writing by the Purchaser and which permits the deferral of interest or principal payments on any
Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any
month in which any such principal or interest payment has been deferred, deposit in the Custodial
Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's
principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance
of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to
reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05.
Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized
and empowered, to prepare, execute and deliver, 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 Properties. Notwithstanding anything herein to the contrary, the
Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage
Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be
approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.
Notwithstanding anything to the contrary contained in this Agreement, the Company shall not
make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would cause
any REMIC created under the trust agreement pursuant to any Reconstitution to fail to qualify as a REMIC
or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code.
The Company shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will
receive a fee or other compensation for services nor permit a REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments"
as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing
Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time
period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given
consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent
within five (5) Business Days from the date Purchaser receives a second written request for consent for
such matter from Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that
the Subservicer is an entity that engages in the business of servicing loans, and in either case shall
be authorized to transact business, and licensed to service mortgage loans, in the state or states where
the related Mortgaged Properties it is to service are situated, if and to the extent required by
applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good
standing, and no event has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or
for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae
or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a
foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such
qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under
the related Subservicing Agreement. The Company may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but
the use by the Company of the Subservicer shall not release the Company from any of its obligations
hereunder and the Company shall remain responsible hereunder for all acts and omissions of the
Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all
fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the
Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any
Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial
Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer
and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the
requirements in the preceding paragraph, provided, however, that nothing contained herein shall be
deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related
Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser,
the Company shall at its own cost and expense terminate the rights and responsibilities of the
Subservicer effective as of the date of termination of the Company. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer
from the Company's own funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements
between the Company and the Subservicer or any reference herein to actions taken through the Subservicer
or otherwise, the Company shall not be relieved of its obligations to the Purchaser and shall be
obligated to the same extent and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the
Subservicer for indemnification of the Company by the Subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold
Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to
perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage
Loans involving the Subservicer shall be deemed to be between the Subservicer and Company alone, and the
Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no
obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of
distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to
have received a payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to
this Agreement, the Company will proceed diligently to collect all payments due under each Mortgage Loan
when the same shall become due and payable and shall, to the extent such procedures shall be consistent
with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary
Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage
loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take
special care in ascertaining and estimating annual escrow payments, and all other charges that, as
provided in the Mortgage, will become due and payable, so that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the
prior written consent of Purchaser and Company will use diligent efforts to collect same when due except
as otherwise provided in the prepayment penalty provisions provided in the Mortgage Loan Documents.
Section 4.03 Realization Upon Defaulted Mortgage
The Company shall use its best efforts, consistent with the procedures that the Company would
use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary
Mortgage Insurance Policies and the best interest of Purchaser, 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 pursuant to Section 4.01. Foreclosure or comparable proceedings shall be initiated
within ninety (90) days of default for Mortgaged Properties for which no satisfactory arrangements can
be made for collection of delinquent payments, subject to state and federal law and regulation. The
Company shall use its best 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 a Mortgaged Property shall have suffered damage, the Company 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 the Company through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as to
repair or restoration expenses in excess of ten thousand dollars ($10,000). The Company shall notify
the Purchaser in writing of the commencement of foreclosure proceedings and not less than 5 days prior
to the acceptance or rejection of any offer of reinstatement. The Company shall be responsible for all
costs and expenses incurred by it in any such proceedings or functions; provided, however, that it shall
be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or
acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable cause to believe
that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the
Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an
inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon
completion of the inspection, the Company shall promptly provide the Purchaser with a written report of
the environmental inspection. After reviewing the environmental inspection report, the Purchaser shall
determine how the Company shall proceed with respect to the Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any Mortgage Loan which becomes ninety
(90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any
termination fee with respect thereto, provided that the Company shall on the date said termination takes
effect be reimbursed for any unreimbursed Monthly Advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the
Mortgage Loan underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set
forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof
shall apply to said termination and the transfer of servicing responsibilities with respect to such
delinquent Mortgage Loan to the Purchaser or its designee.
If a REMIC election has been made with respect to the arrangement under which the Mortgage
Loans and REO Property are held, the Company shall not take any action, cause the REMIC to take any
action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to the tax on "prohibited
transactions" as defined Section 860G(a)(2) of the Code and the tax on "contributions" to a REMIC set
forth in Section 860(D) of the Code) unless the Company has received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the contemplated action will not
endanger such REMIC status or result in the imposition of any such tax.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Company 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 or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds shall be
deposited in the Custodial Account within 48 hours of receipt, and shall at all times be insured by the
FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of
the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company in accordance
with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter agreement in
the form shown in Exhibit B hereto. The original of such letter agreement shall be furnished to the
Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, 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:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage
Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO
Property pursuant to Section 4.13 and in connection therewith, the Company shall provide the Purchaser
with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections
4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing
Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to
the Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest
Shortfalls, to the extent of the Company's aggregate Servicing Fee received with respect to the related
Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in
connection with the deductible clause in any blanket hazard insurance policy, such deposit shall be made
from the Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section
4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it
being understood and agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be
deposited by the Company in the Custodial Account. Any interest paid on funds deposited in the
Custodial Account by the depository institution shall accrue to the benefit of the Company and the
Company shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to
Section 4.05 (iv). The Purchaser shall not be responsible for any losses suffered with respect to
investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.
The Company may, from time to time, withdraw from the Custodial Account for the following
purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself
pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan which
represent late collections (net of the related Servicing Fees) of principal and/or interest respecting
(or to amounts received on the related Mortgage Loan 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) respecting which any such advance was made, it being understood that, in the
case of such reimbursement, the Company's right thereto shall be prior to the rights of the Purchaser,
except that, where the Company is required to repurchase a Mortgage Loan, pursuant to Section 3.03, the
Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser
with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
Fees(or REO administration fees described in Section 4.13), the Company's right to reimburse itself
pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds
from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
provisions of the Xxxxxx Xxx Guides or as otherwise set forth in this Agreement; any recovery shall be
made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on
funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance
Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest with
respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant
to Section 3.03 all amounts received thereon and not distributed as of the date on which the related
repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement;
and
(vii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause
(ii) or clause (iii).
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Company 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 or more Escrow Accounts. The Escrow Account shall be an Eligible
Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide
maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted
Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with
Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form
shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the
Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain
therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover
escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes as shall be as set forth or
in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds
deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest
bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary
Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium
assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a
related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late
payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As
part of its servicing duties, the Company shall pay to the Mortgagors interest on funds in Escrow
Account, to the extent required by law, and to the extent that interest earned on funds in the Escrow
Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor;
and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance
with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the
status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien
upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard
insurance coverage and 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, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or
applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company shall
determine that any such payments are made by the Mortgagor at the time they first become due. The
Company 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.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued
by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required.
Such coverage will be terminated only with the approval of Purchaser, or as required by applicable law
or regulation. The Company will not cancel or refuse to renew any Primary Mortgage Insurance Policy in
effect on the Closing Date that is required to be kept in force under this Agreement unless a
replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from
and maintained with a Qualified Insurer. The Company shall not take any action which would result in
non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Company would have been covered thereunder. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company shall
promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such policy and shall take all
actions which may be required by such insurer as a condition to the continuation of coverage under the
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result
of such assumption or substitution of liability, the Company shall obtain a replacement Primary Mortgage
Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in
a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this
regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
by the Company under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.
The Company may transfer the Custodial Account or the Escrow Account to a different Eligible
Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of
the Purchaser, which consent will not be unreasonably withheld.
Section 4.10 Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is acceptable to Xxxxxx Xxx or FHLMC and customary in the area where the Mortgaged
Property is located in an amount which is equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of
the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection
Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration in effect with an
insurance carrier acceptable to Xxxxxx Mae or FHLMC, in an amount representing coverage not less than
the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term
of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant to the
Xxxxxx Xxx Guides that a Mortgaged Property is located in a special flood hazard area and is not covered
by flood insurance or is covered in an amount less than the amount required by the Flood Disaster
Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor
must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood
insurance coverage within forty-five (45) days after such notification, the Company shall immediately
force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on
each REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal
to the maximum insurable value of the improvements which are a part of such property, and, to the extent
required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in
an amount as provided above. Any amounts collected by the Company under any such policies other than
amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged
Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing Practices,
shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required by the Company of the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to
this Agreement, the Xxxxxx Mae Guides or such applicable state or federal laws and regulations as shall
at any time be in force and as shall require such additional insurance. All such policies shall be
endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction
in the amount or material change in coverage to the Company. The Company shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however,
that the Company shall not accept any such insurance policies from insurance companies unless such
companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by a Qualified
Insurer insuring against hazard losses on all of the Mortgage Loans, 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, it shall conclusively be deemed to have satisfied
its obligations as set forth in Section 4.10, it being understood and agreed that such policy may
contain a deductible clause, in which case the Company shall, in the event that there shall not have
been maintained on the related Mortgaged Property or REO Property a policy complying with Section 4.10,
and there shall have been a loss which would have been covered by such policy, 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, the Company 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 request of the Purchaser, the Company shall cause to be
delivered to the Purchaser a certified true copy of such policy and shall use its best efforts to obtain
a statement from the insurer thereunder that such policy shall in no event be terminated or materially
modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.
The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents
and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft,
embezzlement and fraud of such persons. The errors and omissions insurance shall protect and insure the
Company against losses arising out of errors and omissions and negligent acts of such persons. Such
errors and omissions insurance shall also protect and insure the Company 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 requiring the Fidelity Bond or errors and omissions
insurance shall diminish or relieve the Company from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Guides. Upon request by the Purchaser,
the Company shall deliver to the Purchaser a certificate from the surety and the insurer as to the
existence of the Fidelity Bond and errors and omissions insurance policy and shall obtain a statement
from the surety and the insurer that such Fidelity Bond or insurance policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The
Company shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity
Bond or insurance policy will be, or has been, materially modified or terminated. The Purchaser (or any
party having the status of Purchaser hereunder) and any subsidiary thereof and their successors or
assigns as their interests may appear must be named as loss payees on the Fidelity Bond and as
additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide
Purchaser with an insurance certificate certifying coverage under this Section 4.12, and will provide an
update to such certificate upon request, or upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
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 Purchaser or its
designee, or in the event the Purchaser or its designee 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 or Persons as shall be consistent with an opinion of counsel obtained
by the Company from an attorney duly licensed to practice law in the state where the REO Property is
located. Any Person or Persons 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.
The Company shall notify the Purchaser in accordance with the Xxxxxx Xxx Guides of each
acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the
consummation of any foreclosure sale within three (3) Business Days of the date Company receives notice
of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the
Mortgaged Property obtained in connection with such acquisition. The Purchaser shall thereafter assume
the responsibility for marketing such REO property and shall be disposed of by the Purchaser. No
Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date on which
it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance
with the Xxxxxx Mae Guides 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, and in
the same manner that similar property in the same locality as the REO Property is managed, until such
time the REO Property is conveyed to the Purchaser for final disposition. The Company 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 monthly thereafter or more frequently as required by the
circumstances. The Company shall make or cause to be made a written report of each such inspection and
such reports shall be retained in the Mortgage File. The Company shall file all necessary mortgage
insurance claims.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company 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 if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available
funds to the Purchaser (i) 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 4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated to
distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any
Principal Prepayment from the date of such Principal Prepayment through the end of the month for which
disbursement is made provided that the Company's obligation as to payment of such interest shall be
limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due
Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the
first Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet 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 clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than
the maximum amount permitted by applicable law. Such interest shall cover the period commencing with
the day following the Business Day such payment was due and ending with the Business Day on which such
payment is made to the Purchaser, both inclusive. The payment by the Company of any such interest shall
not be deemed an extension of time for payment or a waiver of any Event of Default by the Company. On
each Remittance Date, the Company shall provide a remittance report detailing all amounts being remitted
pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.
The Company shall furnish to Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the fifth Business
Day of the following month on a disk or tape or other computer-readable format in such format as may be
mutually agreed upon by both Purchaser and Company, and no later than the fifth Business Day of the
following month in hard copy, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and
any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution
period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent
(1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced;
and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number
order, in the form of Exhibit E hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall
provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the
Company shall deposit in the Custodial Account an amount equal to all payments not previously advanced
by the Company, whether or not deferred pursuant to Section 4.01, 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 at the close of business on the
related Determination Date; provided, however that the Company shall not be obligated to advance any
shortfall arising as a result of application of the Soldiers' and Sailors' Civil Relief Act of 1940 to
any Mortgage Loan. .
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the
Remittance Date prior to the date on which the Mortgaged Property liquidates (which is during the same
monthly reporting cycle as of foreclosure sale) (including Insurance Proceeds, proceeds from the sale of
REO Property or Condemnation Proceeds) with respect to the Mortgage Loan unless the Company deems such
advance to be a Nonrecoverable Advance. In such event, the Company shall deliver to the Purchaser an
Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the
related Mortgage File and has made the reasonable determination that any additional advances are
nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser
pursuant to a deed-in-lieu of foreclosure, the Company shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property in a form mutually acceptable to Company and Purchaser.
The Company shall also provide reports on the status of REO Property containing such information as
Purchaser may reasonably require.
Section 5.05 Prepayment Interest Shortfalls.
Not later than the close of business on the Business Day preceding each Remittance Date in the
month following the related Prepayment Period, the Company shall deposit in the Custodial Account an
amount equal to any Prepayment Interest Shortfalls with respect to such Prepayment Period, which in the
aggregate shall not exceed the Company's aggregate Servicing Fee received with respect to the related
Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Company will, 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 the Company shall not exercise any such
rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Company reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, the Company, with the approval of the Purchaser, will 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 6.01, the Company, with the prior consent of the Purchaser and the primary
mortgage insurer, if any, is authorized 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, the Company shall follow
the underwriting practices and procedures of the Company. With respect to an assumption or substitution
of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly
Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note).
If the credit of the proposed transferee does not meet such underwriting criteria, the Company
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Mortgage Loan. The Company shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the
original of any such substitution of liability or assumption agreement, which document shall be added to
the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof. All fees collected by
the Company for entering into an assumption or substitution of liability agreement shall belong to the
Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this
Agreement, the Company 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 which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, 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 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification
that payment in full will be escrowed in a manner customary for such purposes, the Company will
immediately notify the Purchaser by a certification, which certification 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 4.04 have been or will be so
deposited, of a Servicing Officer and shall request delivery to it of the portion of the Mortgage File
held by the Purchaser. The Purchaser shall no later than five Business Days after receipt of such
certification and request, release or cause to be released to the Company, the related Mortgage Loan
Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its
receipt of such satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the
Company the release or satisfaction properly executed by the owner of record of the applicable mortgage
or its duly appointed attorney in fact. No expense incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company 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, the Company, upon written demand, shall remit within
two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and
errors and omissions insurance insuring the Company 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 the Mortgage Loan, including
for the purpose of collection under any Primary Mortgage Insurance Policy, the Purchaser shall, upon
request of the Company and delivery to the Purchaser of a servicing receipt signed by a Servicing
Officer, release the portion of the Mortgage File held by the Purchaser to the Company. Such servicing
receipt shall obligate the Company to return the related Mortgage documents to the Purchaser when the
need therefor by the Company no longer exists, 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
Mortgage 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, and the Company has
delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and address of
the Person to which such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was
liquidated, the servicing receipt shall be released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the
Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from
interest payments collected on the Mortgage Loans, the amounts provided for as the Company's Servicing
Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee
pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as
provided in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the
extent not required to be deposited in the Custodial Account. No Servicing Fee shall be payable in
connection with partial Monthly Payments. The Company 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 for.
Section 6.04 Annual Statement as to Compliance.
The Company will deliver to the Purchaser not later than 90 days following the end of each
fiscal year of the Company beginning in March 2004, an Officers' Certificate stating, as to each
signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year
and of performance under this Agreement has been made under such officers' supervision, and (ii) to the
best of such officers' knowledge, based on such review, the Company 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 of cure
provisions thereof. Copies of such statement shall be provided by the Company to the Purchaser upon
request.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
Within ninety (90) days of Company's fiscal year end beginning in March 2004, the Company 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 the Company's servicing of mortgage
loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to
this Agreement, which agreements may include this Agreement, and that, on the basis of such an
examination, conducted substantially in the uniform single audit program for mortgage bankers, such firm
is of the opinion that the Company's servicing has been conducted in compliance with the agreements
examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such statement. Copies of such
statement shall be provided by the Company to the Purchaser. In addition, on an annual basis, Company
shall provided Purchaser with copies of its audited financial statements.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company,
during business hours or at such other times as might be reasonable under applicable circumstances, any
and all of the books, records, documentation or other information of the Company, or held by another for
the Company or on its behalf or otherwise, which relates to the performance or observance by the Company
of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing
a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited
to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the
possession of the Company which may be required by any applicable regulations. Such access shall be
afforded without charge, upon reasonable request, during normal business hours and at the offices of the
Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as
applicable.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.
The Company shall furnish to the Purchaser during the term of this Agreement, such periodic,
special or other reports, information or documentation, whether or not provided for herein, as shall be
necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the
Mortgage Loans and the performance of the Company under this Agreement, including any reports,
information or documentation reasonably required to comply with any regulations regarding any
supervisory agents or examiners of the Purchaser all such reports or information to be as provided by
and in accordance with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Company under this Agreement. The
Company agrees to execute and deliver all such instruments and take all such action as the Purchaser,
from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a
prospective purchaser audited financial statements of the Company for the most recently completed two
(2) fiscal years for which such statements are available, as well as a Consolidated Statement of
Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a
prospective purchaser copies of the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a
knowledgeable financial or accounting officer for the purpose of answering questions and to permit any
prospective purchaser to inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this
Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01 Indemnification; Third Party Claims.
The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, legal 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 the Company
to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans
in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser
and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain
in any way from any claim, demand, defense or assertion based on or grounded upon, or resulting from any
assertion based on, grounded upon or resulting from a breach or alleged breach of any of the
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall
immediately notify the Purchaser if a claim is made by a third party against Company with respect to
this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is
settled prior to judgment, 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 Company shall follow any written
instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly
reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when
the claim relates to the failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation or warranty set forth in
Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of Company. The provisions of
this Section 8.01 shall survive termination of this Agreement.
Section 8.02 Merger or Consolidation of the Company.
The Company will 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.
Any Person into which the Company may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Company shall be a party, or any Person
succeeding to the business of the Company whether or not related to loan servicing, shall be the
successor of the Company hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of
not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF and/or BIF, and
which is a HUD-approved mortgagee whose primary business is in origination and servicing of first lien
mortgage loans, and (iii) who is a Xxxxxx Xxx or FHLMC approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under
any liability to the Purchaser for any action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however,
that this provision shall not protect the Company or any such person against any breach of warranties or
representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by
reason of negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this
Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters
arising hereunder. The Company 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 reasonable opinion may involve it in any expenses or liability; provided,
however, that the Company 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 reasonable 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
the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.
The Company shall not assign this Agreement or resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that
its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured
by the Company. Any such determination permitting the resignation of the Company shall be evidenced by
an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in
form and substance acceptable to the Purchaser. No such resignation shall become effective until a
successor shall have assumed the Company's responsibilities and obligations hereunder in the manner
provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the
Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting the generality of this
Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its
rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written approval of the Purchaser, which consent shall
be granted or withheld in the Purchaser's sole discretion.
Without in any way limiting the generality of this Section 8.05, in the event that the Company
either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties
hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the
prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this
Agreement, without any payment of any penalty or damages and without any liability whatsoever to the
Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining
unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be
continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under
the terms of this Agreement which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Company set forth in this Agreement 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 the Company 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, marshalling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Company and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator
in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Company or of or relating to all or substantially all of its property;
or
(v) the Company 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) Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or
servicer for more than thirty days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the
Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or
substantially all of its property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans
in any jurisdiction in which a Mortgaged Property is located and such licensing is required, and (b)
qualified to transact business in any jurisdiction where it is currently so qualified, but only to the
extent such non-qualification materially and adversely affects the Company's ability to perform its
obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of
Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default
under clauses (iii), (iv) or (v) above, in which case, automatically and without notice) Company may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same. On or after the receipt by the Company of such
written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which
case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Company shall
prepare, execute and deliver, any and all documents and other instruments, place in such successor's
possession all Mortgage Files, 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 the Company's sole expense. The
Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the
Company's responsibilities and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage
Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a past default, such default
shall cease to exist, and any Event 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 thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the
later of the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due
hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination
with cause under the terms of this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to
Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the
Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a
successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the Company under this
Agreement prior to the termination of Company's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such
successor shall agree. In the event that the Company's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge
such duties and responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of Company
pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed
pursuant to this Section and shall in no event relieve the Company of the representations and warranties
made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and
under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03
and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the
Company, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the
Company and to the Purchaser an instrument accepting such appointment, whereupon such successor shall
become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Company, with like effect as if originally named as a party to this Agreement. Any termination
or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not
affect any claims that the Purchaser may have against the Company arising prior to any such termination
or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the
Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the
Company shall account for all funds. The Company shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest and confirm in the
successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for
unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been
recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the
Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Company at the
Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that
such recordation materially and beneficially affects the interest of the Purchaser or is necessary for
the administration or servicing of the Mortgage Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with
the laws of the State of New York except to the extent preempted by Federal law. The obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in
writing and shall be deemed conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or certified mail, return receipt
requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing,
as follows:
(i) if to the Company:
First Horizon Home Loan Corporation
0000 Xxxxxxx Xxx
Xxxxxx, Xxxxx 00000
Attention: Capital Markets Department
Telecopier No.: [___________]
First Tennessee Mortgage Services, Inc.
0000 Xxxxxxx Xxx
Xxxxxx, Xxxxx 00000
Attention: Capital Markets Department
Telecopier No.: [___________]
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX,
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx Xxxxx
Telecopier No.: (000) 000-0000
With a copy to:
Bear Xxxxxxx Mortgage Capital Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
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 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet
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 that 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 develop a structure the economic effect
of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an
integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to
such Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of
enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the
closing, and (iii) 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 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to
non-public information regarding the financial condition, operations and prospects of the other party.
Each party agrees to keep all non-public information regarding the other party strictly confidential,
and to use all such information solely in order to effectuate the purpose of the Agreement, provided
that each party may provide confidential information to its employees, agents and affiliates who have a
need to know such information in order to effectuate the transaction, provided further that such
information is identified as confidential non-public information. In addition, confidential information
may be provided to a regulatory authority with supervisory power over Purchaser, provided such
information is identified as confidential non-public information.
Notwithstanding other provisions of this Section 16.14 or any other express or implied
agreement, arrangement, or understanding to the contrary, the Company and Purchaser (the "Parties")
agree that the Parties (and their employees, representatives and other agents) may disclose to any and
all persons, without limitation of any kind from the commencement of discussions, the purported or
claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans and related transactions
covered by this letter agreement ("tax treatment") and any fact that may be relevant to understanding
the tax treatment ("tax structure") and all materials of any kind (including opinions or other tax
analyses) that are provided to the Parties relating to such tax treatment and tax structure, except
where confidentiality is reasonably necessary to comply with securities laws.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by and at the Company's expense in
the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in
part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment
and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or designee
shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage
Loans. In no event shall Purchaser sell a partial interest in any Mortgage Loan without the
written consent of Company, which consent shall not be unreasonably denied. All references to the
Purchaser in this Agreement shall be deemed to include its assignee or designee. The Company shall
have the right, only with the consent of the Purchaser or otherwise in accordance with this
Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some
or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint
venture between the parties hereto and the services of the Company shall be rendered as an independent
contractor and not as agent for Purchaser.
Section 11.14 Execution: Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same agreement. Subject to this Agreement shall
inure to the benefit of and be binding upon the Company and the Purchaser and their respective
successors and assigns.
Section 11.15 Entire Agreement.
The Company acknowledges that no representations, agreements or promises were made to the
Company by the Purchaser or any of its employees other than those representations, agreements or
promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and
the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both
parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement
and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit
or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail,
solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in
part, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is
understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company
which are directed to the general public at large, or segments thereof, provided that no segment shall
consist primarily of the Mortgage Loans, including, without limitation, mass mailing based on
commercially acquired mailing lists, newspaper, radio and television advertisements and (ii) responses
to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude
the Company or any of its affiliates from soliciting any Mortgagor for any other financial products or
services. The Company shall use its best efforts to prevent the sale of the name of any Mortgagor to
any Person who is not affiliate of the Company.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related
Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties
shall agree, or conducted in person, at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject
to each of the following conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall
deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of
the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be
materially true and correct as of the related Closing Date and no event shall have occurred which, with
notice or the passage of time, would constitute a material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in
escrow, all documents required pursuant to this Agreement, the related Term Sheet, an opinion of counsel
and an officer's certificate, all in such forms as are agreed upon and acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or
prior to the related Closing Date all documents required pursuant to the terms of this Agreement and the
related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the
Confirmation shall have been materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related
Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by
wire transfer of immediately available funds to the account designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on
or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the
Purchaser's sole option and with Purchaser's best efforts to provide notice to the Company fifteen (15)
days prior to the Reconstitution Date, the Purchaser may effect one or more sales, but in no event
greater than three (3) per pool of Mortgage Loan sold under the related Term Sheet (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse,
to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through
transfers (each, a "Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the
Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and
Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser's request, a
seller's warranties and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to
the parties, (collectively the agreements referred to herein are designated, the "Reconstitution
Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Company than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such
servicer or issuer, as the case may be, and any other participants in such Reconstitution: (i) any and
all information (including servicing portfolio information) and appropriate verification of information
(including servicing portfolio information) which may be reasonably available to the Company, whether
through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant
shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants,
opinions of counsel, letters from auditors, and certificates of public officials or officers of the
Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant.
In connection with each Pass-Through Transfer, the Company agrees to provide reasonable and customary
indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the
Mortgage Loans. The Purchaser shall be responsible for the costs relating to the delivery of such
information.
The Purchaser agrees that in no event shall the related Servicing Fee Rate be reduced for any
Mortgage Loan that is subject to a Reconstitution without the written consent of the Servicer.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with
respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.
Section 11.19. Reporting with Respect to a Reconstitution.
The Company agrees that with respect to any Mortgage Loan sold or transferred pursuant to a
Reconstitution as described in Section 11.18 of this Agreement (a "Reconstituted Mortgage Loan"), the
Company, at its expense, shall provide the Purchaser with the information set forth in Exhibit J
attached hereto for each Reconstituted Mortgage Loan in such electronic format as may be mutually agreed
upon by both Purchaser and Company.
Section 11.20 Obligations of the Sellers
The obligations, liability and indemnification of each of the Seller and the Servicer under
this Agreement are joint and several.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
FIRST HORIZON HOME LOAN
CORPORATION
Seller
By: _______________________
Name:
Title:
FIRST TENNESSEE MORTGAGE
SERVICES, INC.
Servicer
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser, and which shall be retained by the
Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04
and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of
____________________________________________________, without recourse," and signed via original
signature in the name of the Company by an authorized officer, with all intervening endorsements showing
a complete chain of title from the originator to the Company, together with any applicable riders. In
no event may an endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the
Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of
predecessor]". If the Mortgage Loan was acquired or originated by the Company while doing business
under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage
Notes may be in the form of a lost note affidavit subject to Purchaser acceptability.
2. The original Mortgage (together with a standard adjustable rate mortgage rider) with
evidence of recording thereon, or a copy thereof certified by the public recording office in which such
mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public
recording office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the Primary Mortgage
Insurance Policy, if required.
4. The original Assignment, from the Company to _____________________________________, or
in accordance with Purchaser's instructions, which assignment shall, but for any blanks requested by
Purchaser, be in form and substance acceptable for recording. If the Mortgage Loan was acquired or
originated by the Company while doing business under another name, the Assignment must be by "[Company]
formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the
endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the
Assignments are blanket assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or
if the policy has not yet been issued, a written commitment or interim binder or preliminary report of
title issued by the title insurance or escrow company.
6. Originals of all recorded intervening Assignments, or copies thereof, certified by the
public recording office in which such Assignments have been recorded showing a complete chain of title
from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by
the public recording office in which such Assignment has been recorded or, if the original Assignment
has not been returned from the applicable public recording office, a true certified copy, certified by
the Company.
7. Originals, or copies thereof certified by the public recording office in which such
documents have been recorded, of each assumption, extension, modification, written assurance or
substitution agreements, if applicable, or if the original of such document has not been returned from
the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating
to the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of
power of attorney or other instrument that authorized and empowered such person to sign bearing evidence
that such instrument has been recorded, if so required in the appropriate jurisdiction where the
Mortgaged Property is located, or a copy thereof certified by the public recording office in which such
instrument has been recorded or, if the original instrument has not been returned from the applicable
public recording office, a true certified copy, certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real
estate settlement procedure forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Xxxxxx Xxx Form 1008) or reasonable
equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a
limited documentation program, all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in
accordance with Company's underwriting guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and
septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection
with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of
the Mortgage Loans indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2003
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of
[_____________________] 1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as
"[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed
by the Company. This letter is submitted to you in duplicate. Please execute and return one original
to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "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 deposited at any time in
the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through
the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2003
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of
[____________________]1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as
"[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans,
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order
signed by the Company. This letter is submitted to you in duplicate. Please execute and return one
original to us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "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 deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement")
made as of __________, 200__, among EMC Mortgage Corporation (the "Assignor"), ___________________ (the
"Assignee"), and _______________________ (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the
residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned
Loan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the
Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor and Company
(the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and
interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right,
title and interest in, to and under the Purchase Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the
"Funding Amount" as set forth in that certain letter agreement, dated as of _________ ____, between
Assignee and Assignor (the "Confirmation") and (ii) Assignor, at its expense, shall have caused to be
delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its
custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an
endorsement of the Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable
form from the Company, in blank. Assignee shall pay the Funding Amount by wire transfer of immediately
available funds to the account specified by Assignor. Assignee shall be entitled to all scheduled
payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other
proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the provisions of which have not
been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the
Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as
they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the
transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations
under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens,
claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with
respect to the Assigned Loans or the Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignor 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 Assignor or its property is subject. The
execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor 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;
(g) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignor in connection with the execution,
delivery or performance by Assignor of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer
to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the
Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest
in the Assigned Loans with any Person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company
as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and has all requisite power and authority to acquire, own and
purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignee 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 Assignee or its property is subject. The
execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee 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;
(c) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignee in connection with the
execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and
conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date
hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations
as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee
as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which
have not been waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the Purchase Agreement;
(c) Company has full corporate power and authority to execute, deliver and perform its obligations
under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary
course of Company's business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Company's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Company 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 Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation by it
of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Company. This PAAR Agreement has been duly executed and
delivered by Company, and, upon the due authorization, execution and delivery by
Assignor and Assignee, will constitute the valid and legally binding obligation of
Company, enforceable against Company 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;
( d) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignee in connection
with the execution, delivery or performance by Company of this PAAR Agreement, or the
consummation by it of the transactions contemplated hereby; and
(e) No event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by the Company in
Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect.
(f) Neither this AAR Agreement nor any certification, statement, report or other agreement,
document or instrument furnished or to be furnished by the Company pursuant to this AAR
Agreement contains or will contain any materially untrue statement of fact or omits or
will omit to state a fact necessary to make the statements contained therein not
misleading.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the
Assigned Loans and will service the Assigned Loans in accordance with the Purchase Agreement. It is the
intention of Assignor, Company and Assignee that this PAAR Agreement shall be binding upon and for the
benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the
Assigned Loans without the prior written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the
Purchase Agreement and this PAAR Agreement shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
(a) In the case of Company,
____________________
____________________
____________________
____________________
____________________
With a copy to ______________________________________.
(b) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxx
Telecopier No.: (000) 000-0000
with a copy to:
___________________
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: ___________
Telecopier No.: (212) 272-____
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection
with the negotiations for, documenting of and closing of the transactions contemplated by this PAAR
Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or modification is
sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment
of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the
termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of
the Purchase Agreement with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control. In the event that any provision of this PAAR Agreement conflicts with any provision of the
Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
[Modification of Purchase Agreement
15. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI
Insurer attached hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental
PMI Policy, any title policy, any hazard insurance policy or any other insurance policy
covering a Mortgage Loan or other related Mortgaged Property, including any amounts required to
be deposited in the Custodial Account pursuant to Section 4.04, 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 Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the Supplemental PMI Insurer with respect to the
Supplemental PMI Policy and, in this regard, to take such action as shall be necessary to permit
recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental
PMI Insurer any required information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer
tape, or other mutually acceptable format, the unpaid principal balance, insurer certificate number,
lender loan number, and premium due the Supplemental PMI Insurer for each Mortgage Loan covered by the
Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser and the
[Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the
Servicer in connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or
servicer for more than thirty days, or the Company fails to meet the servicer eligibility requirements
of the Supplemental PMI Insurer; or"]
(e) Section ____ Annual Statement as to Compliance.
The Company will deliver to the Master Servicer on or before March 15 of each year, beginning
with March 15, 200__, an Officers' Certificate stating that (i) a review of the activities of the
Company during the preceding calendar year and of performance under this Agreement has been made under
such officers' supervision, (ii) the Company has fully complied with the provisions of this Agreement
and (iii) to the best of such officers' knowledge, based on such review, the Company 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 officer and the nature
and status thereof.
(f) Section ____ Annual Certification.
(a) The Company will deliver to the Master Servicer, on or before March 15 of each year beginning March
15, 200__ a certification in the form attached hereto as Exhibit __ with respect to the servicing
reports delivered by the Company pursuant to this Agreement, the Company's compliance with the servicing
obligations set forth in this Agreement and any other information within the control of the Company.
Such certification shall be signed by the senior officer in charge of servicing of the Company. In
addition, the Company shall provide such other information with respect to the Mortgage Loans and the
servicing and administration thereof within the control of the Company which shall be required to enable
the Master Servicer, Trustee or Depositor, as applicable, to comply with the reporting requirements of
the Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EXHIBIT ___
FORM OF COMPANY CERTIFICATION
I, [identify certifying individual], certify to the [Trustee] [Seller] [Securities Administrator]
[Mortgage Loan Seller] [Purchaser] and [Master Servicer] that:
1. I have reviewed the servicing reports prepared by [COMPANY] (the "Company") pursuant
to the [Servicing Agreement] (the "Servicing Agreement"), dated as of __________ between __________ and
the Company (as modified by the AAR Agreement (as defined below) and delivered to [MASTER SERVICER] (the
"Master Servicer") pursuant to the Assignment, Assumption and Recognition Agreement (the "AAR
Agreement"), dated as of __________ among [ASSIGNOR] as Assignor, Company and [ASSIGNEE], as Assignee.
2. Based on my knowledge, the information in these reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading as
of the last day of the period covered by such servicing reports.
3. Based on my knowledge, the servicing information required to be provided to the Master
Servicer under the Servicing Agreement and the AAR Agreement is included in these reports.
4. I am responsible for reviewing the activities performed the Company under the
Servicing Agreement and the AAR Agreement and based upon the review required under the Servicing
Agreement and the AAR Agreement, and except as disclosed in the Annual Statement of Compliance, the
Company has fulfilled its obligations under the Servicing Agreement and the AAR Agreement.
5. I have disclosed to the Master Servicer's certified public accountants all significant
deficiencies relating to the Company's compliance with the minimum servicing standards in accordance
with a review conduced in compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in the Servicing Agreement and the AAR Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the AAR
Agreement.
Date:______________
_____________________
[Signature]
[Title]
ATTACHMENT 1
ASSIGNED LOAN SCHEDULE
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EXHIBIT E
FORM OF TRIAL BALANCE
o S50Y - Scheduled/Scheduled Monthly Remittance Report
o P139 - Monthly Trial Balance Report
o S214 - Monthly Pay-off Report
o S215 - Monthly Actual Collections Report
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the
Purchaser, the undersigned hereby certifies that he or she is an officer of the Company requesting
release of the documents for the reason specified below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company
has been notified that payment in full has been or will be escrowed. The Company hereby certifies that
all amounts with respect to this loan which are required under the Agreement have been or will be
deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The
Company hereby certifies that the repurchase price has been credited to the Custodial Account as
required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required
to proceed with the foreclosure action. The Company hereby certifies that the documents will be
returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the
Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release
to the Company all original mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above
captioned mortgage loan have been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, among First Horizon Home Loan
Corporation, a Kansas corporation, located at 0000 Xxxxxxx Xxx, Xxxxxx, Xxxxx 00000 (the "Seller"),
First Tennessee Mortgage Services, Inc., as servicer (the "Servicer"), a Kansas corporation, located at
0000 Xxxxxxx Xxx, Xxxxxx, Xxxxx 00000 (the Servicer and the Seller together referred to as the
"Company") and EMC Mortgage Corporation, a Delaware corporation, located at Mac Xxxxxx Xxxxx XX, 000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Purchaser") is made pursuant to the terms and
conditions of that certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of
September 1, 2003, among the Servicer, the Seller and the Purchaser, the provisions of which are
incorporated herein as if set forth in full herein, as such terms and conditions may be modified or
supplemented hereby. All initially capitalized terms used herein unless otherwise defined shall have
the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Seller and the Seller hereby sells to the Purchaser,
all of the Seller's right, title and interest in and to the Mortgage Loans described on the Mortgage
Loan Schedule annexed hereto as Schedule I, pursuant to and in accordance with the terms and conditions
set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter, the Servicer
shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the
Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms
shall have the following meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the
Purchaser is subject to the fulfillment, on or prior to the applicable Closing Date, of the following
additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents
shall be delivered with respect to the Mortgage Loans: [None]
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date
hereof, the Company makes the following additional representations and warranties with respect to
the Mortgage Loans: [None]. [Notwithstanding anything to the contrary set forth in the Agreement,
with respect to each Mortgage Loan to be sold on the Closing Date, the representation and warranty
set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, Section ______ of the Agreement shall remain in full force and
effect as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by
their respective duly authorized officers as of the date first above written.
FIRST HORIZON HOME LOAN CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
FIRST TENNESSEE MORTGAGE SERVICES, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
SCHEDULE I
MORTGAGE LOAN SCHEDULE
EXHIBIT J
RECONSTITUTED MORTGAGE LOAN REPORTING
(a) Servicer Mortgage Loan Number
(b) FNMA Mortgage Loan Number (if applicable)
(c) Lender/Seller Mortgage Loan Number (if available)
(d) Scheduled Balance (scheduled end of month balance reporting to Master Servicer/Trustee)
(e) Actual Balance (actual end of month balance received from Mortgagor)
(f) Gross Rate (current gross rate)
(g) Net Rate (current passthrough)
(h) Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
(i) Delinquency Month (if available)
(j) Default Flag, i.e. FC, REO, etc. (if available)
(k) Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
(l) Foreclosure start date
(m) Foreclosure end date
(n) REO Property date
(o) With respect to Liquidated Mortgage Loans:
(i) amount of loss or gain (as applicable)
(ii) the date of the loss or gain.
(iii) the liquidation reason (paid in full or repurchased out of deal)
(p) Fannie's Laser Reporting
(i) Action Code (for default or paid off Mortgage Loans; i.e. 60, 65, etc.)
(ii) Action Date
(iii) Remit Prin (submitted principal amount)
(iv) Remit Int (submitted interest amount)
(v) Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual pool)
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
[Provided upon request]
AMENDMENT NUMBER TWO
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
[Provided upon request]
AMENDMENT NUMBER THREE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
[Provided upon request]
AMENDMENT NUMBER FOUR
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2003
among
EMC MORTGAGE CORPORATION,
as Purchaser
and
FIRST TENNESSEE MORTGAGE SERVICES, INC.
as Servicer,
FIRST HORIZON HOME LOAN CORPORATION,
AS SELLER
This AMENDMENT NUMBER FOUR (this "Amendment") is made and entered into this 22nd day of December, 2005,
by and among EMC Mortgage Corporation, a Delaware corporation, as purchaser (the "Purchaser") and First
Tennessee Mortgage Services, Inc., as servicer (the "Servicer") and First Horizon Home Loan Corporation
(the "Seller", and together with the Servicer, the "Company") in connection with the Purchase,
Warranties and Servicing Agreement, dated as of September 1, 2003, between the above mentioned parties
(the "Agreement").
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the
Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned
to such terms in the Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding
the following definitions to Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or
all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of
publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or
in part, of some or all of the Mortgage Loans.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided
that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an
agreement between the Company and such Person that contemplated that such Person would underwrite
mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines
designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such
Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i)
above and were acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in
origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or
(y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the
Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company,
pre-purchase or post-purchase quality assurance procedures (which may involve, among other things,
review of a sample of mortgage loans purchased during a particular time period or through particular
channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the
underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as
may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in
Item 1122(d) of Regulation AB, or any amendments thereto, a summary of the requirements of which as of
the date hereof is attached hereto as Exhibit M for convenience of reference only. In the event of a
conflict or inconsistency between the terms of Exhibit M and the text of Item 1122(d) of Regulation AB,
the text of Item 1122(d) of Regulation AB shall control.
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and
1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated
Mortgage Loans acquired by the Company.
3. Article III of the Agreement is hereby amended effective as of the date hereof by
revising Section 3.01(n) as follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years. All such financial information fairly presents the pertinent results of
operations and financial position for the period identified and has been prepared in accordance with
GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the servicing policies and procedures, business, operations, financial
condition, properties or assets of the Company since the date of the Company's financial information
that would have a material adverse effect on its ability to perform its obligations under this Agreement;
4. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise
disclosed to the Purchaser: (1) no default or servicing related performance trigger has occurred as to
any other securitization due to any act or failure to act of the Company; (2) no material noncompliance
with applicable servicing criteria as to any other securitization has been disclosed or reported by the
Company; (3) the Company has not been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a servicing performance test or
trigger; (4) no material changes to the Company's servicing policies and procedures for similar loans
has occurred in the preceding three years; (5) there are no aspects of the Company's financial condition
that could have a material adverse impact on the performance by the Company of its obligations
hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental
authorities, against the Company that could be material to investors in the securities issued in such
Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions relating to the
Company of a type that are described under Item 1119 of Regulation AB.
5. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the Company shall,
within five Business Days following such request, confirm in writing the accuracy of the representations
and warranties set forth in Section 3.01(p) of this Section or, if any such representation and warranty
is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent
facts, in writing, to the requesting party.
6. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(r):
(r) If so requested by the Purchaser or any Depositor for the purpose of satisfying its
reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the
Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) notify the Purchaser
and any Depositor in writing of (A) any material litigation or governmental proceedings pending against
the Company, any Subservicer or any Third-Party Originator and (B) any affiliations or relationships
that develop following the closing date of a Pass-Through Transfer between the Company, any Subservicer
or any Third-Party Originator and any of the parties specified in clause (7) of paragraph (p) of this
Section (and any other parties identified in writing by the requesting party) with respect to such
Pass-Through Transfer, and (ii) provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships.
7. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(s):
(s) As a condition to the succession to the Company or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the
Company or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor
to the Company or any Subservicer, the Company shall provide to the Purchaser and any Depositor, at
least [15] calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in
form and substance reasonably satisfactory to the Purchaser and such Depositor, all information
reasonably requested by the Purchaser or any Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
8. Article IV of the Agreement is hereby amended effective as of the date hereof by
revising the first paragraph of Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use delinquency
recognition policies as described to and approved by the Purchaser, and shall revise these policies as
requested by the Purchaser from time to time.
9. Article V of the Agreement is hereby amended effective as of the date hereof by
deleting Section 5.02 in its entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.
The Company shall furnish to Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the fifth Business
Day of the following month on a disk or tape or other computer-readable format in such format as may be
mutually agreed upon by both Purchaser and Company, and shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including
the date of such prepayment, and any prepayment penalties or premiums, along with a detailed report of
interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) reserved;
(iii) reserved;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal
Balance of all Mortgage Loans as of the first day of the distribution period and the last day of the
distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds received during the prior
distribution period;
(vii) reserved;
(viii) reserved;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the
last day of the distribution period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan
(a) delinquent as grouped in the following intervals through final liquidation of such Mortgage Loan: 30
to 59 days, 60 to 89 days, 90 days or more; (b) as to which foreclosure has commenced; and (c) as to
which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss
following liquidation of such Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the
amount of any Monthly Advances made by the Company during the prior distribution period;
(xiii) reserved;
(xiv) reserved;
(xv) reserved;
(xvi) with respect to any Mortgage Loan, a description of any material modifications,
extensions or waivers to the terms, fees, penalties or payments of such Mortgage Loan during the prior
distribution period or that have cumulatively become material over time;
(xvii) reserved;
(xviii) reserved;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan
that has been repurchased by the Company in accordance with Section 3.03 herein;
(xx) any other information required by Purchaser or master servicer necessary for compliance
with Item 1121 of Regulation AB.
In addition, the Company shall provide to the Purchaser such other information known or
available to the Company that is necessary in order to provide the distribution and pool performance
information as required under Item 1121 of Regulation AB, as amended from time to time, as determined by
the Purchaser in its sole reasonable discretion. The Company shall also provide a trial balance, sorted
in Purchaser's assigned loan number order, in the form of Exhibit E hereto, and Exhibit F with respect
to defaulted mortgage loans, with each such report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall
provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
10. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.04 in its entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser, to deliver to the Purchaser or its designee
on or before March 1 of each calendar year beginning in 2006, but in no event later than March 15th of
each calendar year beginning in 2006, an Officers' Certificate acceptable to the Purchaser (an "Annual
Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of
the Company during the preceding calendar year and of performance under this Agreement or other
applicable servicing agreement has been made under such officers' supervision and (ii) to the best of
such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under
this Agreement or other applicable servicing agreement in all material respects throughout such year,
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status of cure provisions thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such
statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any
Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the
Company shall deliver an officer's certificate of the Subservicer as described above as to each
Subservicer as and when required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by
on or before March 1 of each calendar year beginning in 2006, but in no event later than March 15th of
each calendar year beginning in 2006, an officer of the Company shall execute and deliver an Officers'
Certificate (an "Annual Certification") to the Purchaser, any master servicer which is master servicing
loans in connection with such transaction (a "Master Servicer") and any related depositor (a
"Depositor") for the benefit of each such entity and such entity's affiliates and the officers, directors
and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit L.
In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage
Loans to a Subservicer, the Company shall deliver an officers' certificate of the Subservicer as
described above as to each Subservicer as and when required with respect to the Company.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of
Default, automatically, without notice and without any cure period, and Purchaser may, in addition to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same, as provided in Section 9.01. Such termination shall be
considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
11. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.05 in its entirety and replacing it with the following:
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
The Company, at its expense and on or before March 1 of each calendar year beginning in 2006,
but in no event later than March 15th of each calendar year beginning in 2006, shall cause a firm of
independent public accountants which is a member of the American Institute of Certified Public
Accountants to furnish a report (a "USAP Report") to the Purchaser acceptable to the Purchaser to the
effect that such firm has examined certain documents and records relating to the Company's servicing of
mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially
similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such
an examination, conducted substantially in the uniform single audit program for mortgage bankers, such
firm is of the opinion that the Company's servicing has been conducted in compliance with the agreements
examined pursuant to this Section 6.05 during the preceding calendar year, except for (i) such
exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set
forth in such USAP Report. Such USAP Report shall contain no restrictions or limitations on its use.
Copies of such USAP Report shall be provided by the Company to the Purchaser. In addition, on an annual
basis, Company shall provide Purchaser with copies of its audited financial statements.
In the event that the Company has delegated any servicing responsibilities with respect to the
Mortgage Loans to a Subservicer, the Company shall provide a USAP report of the Subservicer as described
above as to each Subservicer as and when required with respect to the Company.
Notwithstanding the foregoing, the Company's obligation to deliver a USAP Report under this
Section, as to the Company or any Subservicer, as to any calendar year, beginning with the report
required in February 2007, shall be satisfied if an Assessment of Compliance and Attestation Report is
delivered in compliance with Section 6.07 for such calendar year with respect to that entity.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of
Default, automatically, without notice and without any cure period, and Purchaser may, in addition to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same, as provided in Section 9.01. Such termination shall be
considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
12. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each
subservicer to servicer or administer, the Mortgage Loans in accordance with all applicable requirements
of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company
shall deliver to the Purchaser or its designee on or before February 28 of each calendar year beginning
in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Purchaser regarding the
Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the
date hereof, require a report by an authorized officer of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the
Servicing Criteria applicable to the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess
compliance with the Servicing Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any
material instance of noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities transactions taken as a
whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the Company's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the
Company, which statement shall be based on the activities it performs with respect to asset-backed
securities transactions taken as a whole involving the Company, that are backed by the same asset type
as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit O hereto delivered to the Purchaser concurrently with
the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or
before February 28 of each calendar year beginning in 2007, the Company shall furnish to the Purchaser
or its designee a report (an "Attestation Report") by a registered public accounting firm that attests
to, and reports on, the Assessment of Compliance made by the Company, as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in
accordance with standards for attestation reports issued or adopted by the Public Company Accounting
Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company
pursuant to Section 11.19 to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, to deliver to the Purchaser and any Depositor an assessment of compliance and
accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by
February 28th of such year, the Purchaser, at its sole option, may permit a cure period for the Company
to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of
such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of
Default, automatically, without notice and without any cure period, and Purchaser may, in addition to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same, as provided in Section 9.01. Such termination shall be
considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02,
6.04, 6.05, 6.07 and 11.18 of this Agreement is to facilitate compliance by the Purchaser and any
Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.
Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or
other performance under these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder.
The Company acknowledges that interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to
comply with requests made by the Purchaser or any Depositor in good faith for delivery of information
under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any
Pass-Through Transfer, the Company shall cooperate fully with the Purchaser to deliver to the Purchaser
(including any of its assignees or designees) and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith determination of the
Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Company, any Subservicer, any Third-Party
Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the
Purchaser or any Depositor to be necessary in order to effect such compliance.
14. Article XI of the Agreement is hereby amended effective as of the date hereof by
restating Section 11.18 in its entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on
or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the
Purchaser's sole option and with Purchaser's best efforts to provide notice to the Company fifteen (15)
days prior to the Reconstitution Date, the Purchaser may effect one or more sales, but in no event
greater than three (3) per pool of Mortgage Loans sold under the related Term Sheet (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse,
to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through
Transfers.
The Company agrees to execute in connection with any agreements among the Purchaser, the
Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and
Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser's request, a
seller's warranties and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to
the parties, (collectively the agreements referred to herein are designated, the "Reconstitution
Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to
the contrary in this Section 11.18, the Company agrees that it is required to perform the obligations
described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any
other participants in such Reconstitution:
(i) any and all information and appropriate verification of information which may be
reasonably available to the Company, whether through letters of its auditors and counsel or otherwise,
as the Purchaser or any such other participant shall request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters
from auditors, and certificates of public officials or officers of the Company as are reasonably agreed
upon by the Company and the Purchaser or any such other participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to
the Company (as originator) and each Third-Party Originator of the Mortgage Loans as required under Item
1110(a) and (b) of Regulation AB, a summary of the requirements of which has of the date hereof is
attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole
reasonable discretion. If requested by the Purchaser, this will include information about the
applicable credit-granting or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, to the extent that is required
Regulation AB, the Company shall provide, to the extent that is reasonably available to the Company (and
not otherwise available to the Purchaser) without unreasonable burden, cost or expense (or, as
applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the
mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as
provided below) serviced by the Company or any Third-Party Originator for a period of 120 days or more
and originated by (i) the Company, if the Company is an originator of Mortgage Loans (including as an
acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator in
each case to the extent such mortgage loans were purchased from the Company by the Purchaser. Such
Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation
AB for such period of time the Company or Third-Party Origination serviced such mortgage loans. To the
extent that there is reasonably available to the Company (or Third-Party Originator), without
unreasonable effort or expense Static Pool Information with respect to more than one mortgage loan type,
the Purchaser or any Depositor shall be entitled to specify whether some or all of such information
shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the
form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor.
Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans
included in the vintage origination year or prior securitized pool. The most recent periodic increment
must be as of a date no later than 135 days prior to the date of the prospectus or other offering
document in which the Static Pool Information is to be included or incorporated by reference. The Static
Pool Information shall be provided in an electronic format that provides a permanent record of the
information provided, such as a portable document format (pdf) file, or other such electronic format
reasonably required by the Purchaser or the Depositor, as applicable. The Purchaser agrees that it will
cooperate with the Company and provide sufficient and timely notice of any information requirement
pertaining to a Securitization Transaction. The Purchaser will make all reasonable efforts to contain
requests for information, reports or any other materials to items required for compliance with
Regulation AB, and will refrain from requesting information that is not required for such compliance.
The Purchaser further agrees to provide the Company with Static Pool Information regarding the Mortgage
Loans to the same extent that the Company is required to provide Static Pool Information with respect to
mortgage loans similar to the Mortgage Loans hereunder. The Company shall in good faith use its best
efforts to supply the Static Pool Information required hereunder; provided, however, that failure of the
Company to perform such obligations, after applying all good faith best efforts, shall not result in a
breach by the Company of the provisions of this Agreement;
(v) within 5 Business Days after request by the Purchaser, information with respect to the
Company (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole reasonable discretion. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the
Company shall provide the information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated)
against the Company (as originator and as servicer) and each other originator of the Mortgage
Loans and each Subservicer as required by Item 1117 of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of
reference only, as determined by Purchaser in its sole reasonable discretion,
(b) information regarding affiliations with respect to the Company (as originator and
as servicer) and each other originator of the Mortgage Loans and each Subservicer as required
by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof
is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser
in its sole reasonable discretion, and
(c) information regarding relationships and transactions with respect to the Company
(as originator and as servicer) and each other originator of the Mortgage Loans and each
Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements
of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole reasonable discretion; and
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause
each Third-Party Originator to provide), at the expense of the Purchaser (to the extent of any
additional incremental expense associated with delivery pursuant to this Agreement), such statements and
agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or
Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with
respect to the Company's or Third-Party Originator's originations or purchases, to calendar months
commencing January 1, 2006, or to any financial information included in any other disclosure provided
under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such statements
and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such
Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any
broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Pass-Through
Transfer. Any such statement or letter may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the
applicable Item of Regulation AB as cited above, the text of Regulation AB, its adopting release and
other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the
following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person
responsible for the preparation, execution or filing of any report required to be filed with the
Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to
Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each
broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any
of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act); and the respective present and former directors, officers, employees and agents of
each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, accountants' letter or other material provided under this Section
11.18 by or on behalf of the Company, or provided under this Section 11.18 by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (B)
the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely by reference to the Company Information and not
to any other information communicated in connection with a sale or purchase of securities, without
regard to whether the Company Information or any portion thereof is presented together with or
separately from such other information;
(ii) any failure by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator to deliver any information, report, certification, accountants' letter or other material when
and as required under this Section 11.18, including any failure by the Company to identify pursuant to
Section 11.19 any Subcontractor "participating in the servicing function" within the meaning of Item
1122 of Regulation AB; or
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in
a writing furnished pursuant to Section 3.01(q) and made as of a date prior to the closing date of the
related Pass-Through Transfer, to the extent that such breach is not cured by such closing date, or any
breach by the Company of a representation or warranty in a writing furnished pursuant to Section 3.01(q)
to the extent made as of a date subsequent to such closing date.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with
respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.
15. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.19:
Section 11.19. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution
Agreement unless the Company complies with the provisions of paragraph (b) of this Section. The Company
shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the
obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the
Company complies with the provisions of paragraph (d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and
with Sections 3.01(p), 3.01(s), 6.04, 6.05, 6.07 and 11.18 of this Agreement to the same extent as if
such Subservicer were the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from
each Subservicer and delivering to the Purchaser and any Depositor any Annual Statement of Compliance
required to be delivered by such Subservicer under Section 6.04(a), any Assessment of Compliance and
Attestation Report required to be delivered by such Subservicer under Section 6.07 and any Annual
Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser and any Depositor (or
any designee of the Depositor, such as a master servicer or administrator) a written description (in
form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each
Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria
will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to
clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any
such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 6.07 and 11.18 of this Agreement to the same extent
as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and
Attestation Report required to be delivered by such Subcontractor under Section 6.07, in each case as
and when required to be delivered.
16. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
I, [identify certifying individual], certify to the [Trustee] [Seller] [Securities
Administrator] [Mortgage Loan Seller] [Purchaser] and [Master Servicer] that:
1. Based on my knowledge, the information in the Annual Statement of Compliance, the
[USAP Report]* [Assessment of Compliance and Attestation Report]** and all servicing reports, officer's
certificates and other information provided by the Company relating to the servicing of the Mortgage
Loans taken as a whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading as of the date of this certification;
2. Based on my knowledge, the information in these reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading as
of the last day of the period covered by such servicing reports.
3. Based on my knowledge, the servicing information required to be provided to the Master
Servicer under the Agreement is included in these reports.
4. I am responsible for reviewing the activities performed the Company under the
Agreement and based upon the review required under the Agreement, and except as disclosed in the Annual
Statement of Compliance or the [USAP Report]* [Assessment of Compliance and Attestation Report]**, the
Company has fulfilled its obligations under the Agreement.
5. [I have disclosed to the Master Servicer's certified public accountants all
significant deficiencies relating to the Company's compliance with the minimum servicing standards in
accordance with a review conduced in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard as set forth in the Agreement.]* [The Assessment of Compliance and
Attestation Report of the Company have been delivered to the Purchaser as required under the Agreement.
Following is a list of all material instances of noncompliance described in the Attestation of
Compliance and Attestation Report (if none, state "none"):___________________________.]*
[COMPANY]
By:
Name:
Title:
Date:
* To be used if a USAP Report is being delivered under the Agreement
** To be used if an Assessment of Compliance and Attestation Report is being delivered under the Agreement
17. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit M and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1122(d)
(v) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events
of default in accordance with the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures
are instituted to monitor the third party's performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage
loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the
servicing function throughout the reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.
(vi) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and
related bank clearing accounts no more than two business days following receipt, or such other number of
days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by
authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any
interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established
as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth
in the transaction agreements. For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means a foreign financial institution that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank
accounts, including custodial accounts and related bank clearing accounts. These reconciliations are
(A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date,
or such other number of days specified in the transaction agreements; (C) reviewed and approved by
someone other than the person who prepared the reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction agreements.
(vii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in
accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree
with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage
loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution
priority and other terms set forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer's
investor records, or such other number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other
form of payment, or custodial bank statements.
(viii) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in
accordance with any conditions or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage
loan documents are posted to the Servicer's obligor records maintained no more than two business days
after receipt, or such other number of days specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's records with
respect to an obligor's unpaid principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan
modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with
the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu
of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is
delinquent in accordance with the transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction agreements, and describe the entity's
activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and
payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are
computed based on the related mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
other number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before
the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the Servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor
are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to
the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor's
records maintained by the Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance
with the transaction agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item
1115 of Regulation AB, is maintained as set forth in the transaction agreements.
18. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit N and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or
purchased by the Company and which are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for
prior securitized pools of the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the
Mortgage Loans, provide the static pool information by vintage origination years regarding loans
originated or purchased by the Company, instead of by prior securitized pool. A vintage origination year
represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company
has been originating or purchasing (in the case of data by vintage origination year) or securitizing (in
the case of data by prior securitized pools) such mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as
applicable, shall be presented in monthly increments over the life of the mortgage loans included in the
vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or
vintage origination years, as applicable and material, including: number of pool assets, original pool
balance, weighted average initial loan balance, weighted average mortgage rate, weighted average and
minimum and maximum FICO, product type, loan purpose, weighted average and minimum and maximum LTV,
distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including
interim service, 20% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general
discussion of the Company's experience in servicing assets of any type as well as a more detailed
discussion of the Company's experience in, and procedures for the servicing function it will perform
under this Agreement and any Reconstitution Agreements; information regarding the size, composition and
growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and
information on factors related to the Company that may be material to any analysis of the servicing of
the Mortgage Loans or the related asset-backed securities, as applicable, including whether any default
or servicing related performance trigger has occurred as to any other securitization due to any act or
failure to act of the Company, whether any material noncompliance with applicable servicing criteria as
to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing
the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing
function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of
the type similar to the Mortgage Loans during the past three years;
-information regarding the Company's financial condition to the extent that there is a material
risk that the effect on one or more aspects of servicing resulting from such financial condition could
have a material impact on the performance of the securities issued in the Pass-Through Transfer, or on
servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage
Loans, and the Company's processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the
Mortgage Loans and the Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as
through liquidation of REO Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to
originate, 10% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated
originators that originated, or is expected to originate, 20% or more of the mortgage loans in any loan
group in the securitization issued in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged
in originating residential mortgage loans, which description must include a discussion of the Company's
experience in originating mortgage loans of the same type as the Mortgage Loans and information
regarding the size and composition of the Company's origination portfolio as well as information that
may be material to an analysis of the performance of the Mortgage Loans, such as the Company's
credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property,
including any proceedings known to be contemplated by governmental authorities, that may be material to
the holders of the securities issued in the Pass-Through Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each
Subservicer with the sponsor, depositor, issuing entity, trustee, any originator, any other servicer,
any significant obligor, enhancement or support provider or any other material parties related to the
Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding
entered into outside of the ordinary course of business or on terms other than those obtained in an
arm's length transaction with an unrelated third party, apart from the Pass-Through Transfer, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists
currently or has existed during the past two years, that may be material to the understanding of an
investor in the securities issued in the Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding
involving or relating to the Mortgage Loans or the Pass-Through Transfer, including the material terms
and approximate dollar amount involved, between the Company, each other originator of the Mortgage Loans
and each Subservicer, or their respective affiliates and the sponsor, depositor or issuing entity or
their respective affiliates, that exists currently or has existed during the past two years.
19. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Applicable Servicing
Servicing Criteria Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
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----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
20. Except as amended above, the Agreement shall continue to be in full force and effect
in accordance with its terms.
21. This Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts and of said counterparts taken together shall be deemed to constitute one and the
same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By: _______________________
Name:
Title:
FIRST HORIZON HOME LOAN CORPORATION
Seller
By: _______________________
Name:
Title:
FIRST TENNESSEE MORTGAGE SERVICES, INC.
Servicer
By: _______________________
Name:
Title:
EXHIBIT H-4
EMC MORTGAGE CORPORATION
Purchaser,
HOMEBANC MORTGAGE CORPORATION
Company,
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 1, 2004
(Fixed and Adjustable Rate Mortgage Loans)
TABLE OF CONTENTS
ARTICLE I
Section 1.01 Defined Terms.............................................................................2
ARTICLE II
Section 2.01 Agreement to Purchase....................................................................14
Section 2.02 Purchase Price...........................................................................15
Section 2.03 Servicing of Mortgage Loans..............................................................15
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files............15
Section 2.05 Books and Records........................................................................16
Section 2.06 Transfer of Mortgage Loans...............................................................17
Section 2.07 Delivery of Mortgage Loan Documents......................................................17
Section 2.08 Quality Control Procedures...............................................................19
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults..............................19
Section 2.10 Modification of Obligations..............................................................19
ARTICLE III
Section 3.01 Representations and Warranties of the Company............................................21
Section 3.02 Representations and Warranties as to Individual Mortgage Loans...........................24
Section 3.03 Repurchase; Substitution.................................................................33
Section 3.04 Representations and Warranties of the Purchaser..........................................35
ARTICLE IV
Section 4.01 Company to Act as Servicer...............................................................36
Section 4.02 Collection of Mortgage Loan Payments.....................................................39
Section 4.03 Realization Upon Defaulted Mortgage Loans................................................40
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts......................41
Section 4.05 Permitted Withdrawals from the Custodial Account.........................................42
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts............................43
Section 4.07 Permitted Withdrawals From Escrow Account................................................44
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder...............................................45
Section 4.09 Transfer of Accounts.....................................................................46
Section 4.10 Maintenance of Hazard Insurance..........................................................46
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy......................................47
Section 4.12 Fidelity Bond, Errors and Omissions Insurance............................................48
Section 4.13 Title, Management and Disposition of REO Property.........................................48
Section 4.14 Notification of Maturity Date............................................................50
ARTICLE V
Section 5.01 Distributions............................................................................50
Section 5.02 Statements to the Purchaser..............................................................51
Section 5.03 Monthly Advances by the Company..........................................................53
Section 5.04 Liquidation Reports......................................................................53
ARTICLE VI
Section 6.01 Assumption Agreements....................................................................53
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files..................................54
Section 6.03 Servicing Compensation...................................................................55
Section 6.04 Annual Statement as to Compliance........................................................56
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report........................56
Section 6.06 Purchaser's Right to Examine Company Records.............................................56
Section 6.07 Annual Certification.....................................................................61
ARTICLE VII
Section 7.01 Company Shall Provide Information as Reasonably Required................................57
ARTICLE VIII
Section 8.01 Indemnification; Third Party Claims......................................................58
Section 8.02 Merger or Consolidation of the Company...................................................58
Section 8.03 Limitation on Liability of the Company and Others........................................59
Section 8.04 Company Not to Assign or Resign..........................................................59
Section 8.05 No Transfer of Servicing.................................................................59
ARTICLE IX
Section 9.01 Events of Default........................................................................61
Section 9.02 Waiver of Defaults.......................................................................62
ARTICLE X
Section 10.01 Termination.............................................................................62
ARTICLE XI
Section 11.01 Successor to the Company................................................................63
Section 11.02 Amendment...............................................................................64
Section 11.03 Recordation of Agreement................................................................65
Section 11.04 Governing Law...........................................................................65
Section 11.05 Notices.................................................................................65
Section 11.06 Severability of Provisions..............................................................66
Section 11.07 Exhibits................................................................................66
Section 11.08 General Interpretive Principles.........................................................66
Section 11.09 Reproduction of Documents...............................................................67
Section 11.10 Confidentiality of Information..........................................................67
Section 11.11 Recordation of Assignment of Mortgage...................................................67
Section 11.12 Assignment by Purchaser.................................................................68
Section 11.13 No Partnership..........................................................................68
Section 11.14 Execution: Successors and Assigns.......................................................68
Section 11.15 Entire Agreement........................................................................68
Section 11.16 No Solicitation.........................................................................68
Section 11.17 Closing.................................................................................69
Section 11.18 Cooperation of Company with Reconstitution..............................................70
EXHIBITS
A Contents of Mortgage File
B Custodial Account Letter Agreement
C Escrow Account Letter Agreement
D Form of Assignment, Assumption and Recognition Agreement
E Form of Trial Balance
F [reserved]
G Request for Release of Documents and Receipt
H Company's Underwriting Guidelines
I Form of Term Sheet
This is a Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004 and is
executed between EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac Xxxxxx Xxxxx XX,
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Purchaser"), and HomeBanc Mortgage
Corporation, with its executive offices located at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000
(the "Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has
heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing
retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security
instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the
Mortgage Loan Schedule, which is annexed to the related Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of
the Company with respect to itself and the Mortgage Loans and the management, servicing and control of
the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser
and the Company agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices (including collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, and which are in accordance with Xxxxxx Mae servicing practices and procedures, for
MBS pool mortgages, as defined in the Xxxxxx Xxx Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage
Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan
by an appraiser who met the requirements of the Company and Xxxxxx Mae, or as determined by use of an
AVM, provided, however, that the use of an AVM shall be permitted only upon the presentation by the
Company to the Purchaser of an approval letter acceptable to the Purchaser from each of the Rating
Agencies, which letters shall state that use of an AVM shall have no adverse effect in any material
respect on the interests of any certificateholder of the related securitization.
Assignment: An individual 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 of record the sale or transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the
State of New York or Georgia, or (iii) a day on which banks in the State of New York or Georgia are
authorized or obligated by law or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: HomeBanc Mortgage Corporation their successors in interest and assigns, as permitted
by this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President,
any Vice President or Treasurer of Company stating the date by which Company expects to receive any
missing documents sent for recording from the applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be released to a Mortgagor in accordance with the terms of the related
Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which
relates to the Mortgage Loans.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by the Mortgagor and relating to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a
residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as
determined by an appraisal made for the Company (by an appraiser who met the requirements of the Company
and Xxxxxx Xxx), or through the use of an AVM, at the request of a Mortgagor for the purpose of
canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and
regulations or otherwise made at the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current
Appraised Value of the Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to
Section 4.04 which shall be entitled "HBMC Custodial Account, in trust for the Purchaser, Owner of
Adjustable Rate Mortgage Loans" and shall be established in an Eligible Account, in the name of the
Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and
its successors and assigns, as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of 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, which is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of
the month preceding the month of such Remittance Date and ending on the first day of the month of the
Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts
created, maintained and monitored by the Company so that all funds deposited therein are fully insured,
or (ii) as a trust account with the corporate trust department of a depository institution or trust
company organized under the laws of the United States of America or any one of the states thereof or the
District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an
entity which is an institution whose deposits are insured by the FDIC, the unsecured and
uncollateralized long-term debt obligations of which shall be rated "A2" or higher by Standard & Poor's
and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating
Agency, and which is either (a) a federal savings association duly organized, validly existing and in
good standing under the federal banking laws, (b) an institution duly organized, validly existing and in
good standing under the applicable banking laws of any state, (c) a national banking association under
the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership
of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans
shall be fully protected against the claims of any creditors of the Company (or any sub-servicer) and of
any creditors or depositors of the institution in which such account is maintained or (v) in a separate
non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a
Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the
Company shall provide the Purchaser with written notice on the Business Day following the date on which
the applicable institution fails to meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of
the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial
Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt
ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which
were in excess of the outstanding principal balance of the existing mortgage loan as defined in the
Xxxxxx Xxx Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to
Section 4.06 which shall be entitled "HBMC Escrow Account, in trust for the Purchaser, Owner of
Adjustable Rate Mortgage Loans, and various Mortgagors" and shall be established in an Eligible Account,
in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and
hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Xxxxxx Mae: The Federal National Mortgage Association, or any successor thereto.
Xxxxxx Xxx Guide(s): The Xxxxxx Mae Selling Guide and the Xxxxxx Xxx Servicing Guide and all
amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the
Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the
interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum
increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan for which an interest-only payment feature is
allowed during the period prior to the first Adjustment Date.
Lender Paid Mortgage Insurance Rate: The Lender Paid Mortgage Insurance Rate shall be a rate
per annum equal to the percentage shown on the Mortgage Loan Schedule.
Lender Primary Mortgage Insurance Policy: Any Primary Mortgage Insurance Policy for which
premiums are paid by the Company.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest
Rate over the term of such Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage
Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or
otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original
outstanding principal amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property
as of the Origination Date with respect to a Refinanced Mortgage Loan, and (ii) the lesser of the
Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price of the
Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set
forth in each related Mortgage Note which is added to the Index in order to determine the related
Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Master Servicer: Xxxxx Fargo Bank Minnesota, National Association, its successors in interest
and assigns, or any successor thereto designated by the Purchaser.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the
originator of such Mortgage Loan and its successors and assigns.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date
pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan,
or in the case of an Interest Only Mortgage Loan, payments of (i) interest, or (ii) principal and
interest, if applicable, on a Mortgage Loan which is payable by a Mortgagor under the related Mortgage
Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage
Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are
specified in Exhibit A hereto and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy
as required by Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which
may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the
provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each
Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan
Schedule attached to the related Term Sheet, which Mortgage Loan includes without limitation the
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest
remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee
Rate minus the Lender Paid Mortgage Insurance Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such
schedule setting forth the following information with respect to each Mortgage Loan in the related
Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or
an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(8) the original months to maturity of the Mortgage Loan;
(9) the remaining months to maturity from the related Cut-off Date, based on the original
amortization schedule and, if different, the maturity expressed in the same manner but based on the
actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with
respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date
immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any,
Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of
business on the related Cut-off Date, after deduction of payments of principal due on or before the
related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, equity take-out refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing
Date that any Monthly Payment has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(21) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage
Insurance Policy and the name of the related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the
conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid
principal balance of the Mortgage Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(25) credit score and/or mortgage score, if applicable;
(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the
amount and term thereof;
(27) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(28) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and the MERS number, if
applicable; and
(28) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary
Mortgage Insurance Policy and the name of the related insurance carrier and the Lender Paid Mortgage
Insurance Rate;
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the
related Term Sheet shall set forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note,
consisting of a single parcel of real estate or contiguous parcels of real estate bearing one legal
description and tax assessment number and considered to be real estate under the laws of the state in
which such real property is located which may include condominium units and planned unit developments,
improved by a residential dwelling; except that with respect to real property located in jurisdictions
in which the use of leasehold estates for residential properties is a widely-accepted practice, a
leasehold estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any Mortgage Loan, Liquidation Proceeds net of unreimbursed
Servicing Advances, Servicing Fees and Monthly Advances and expenses incurred by the Company in
connection with the liquidation of the Mortgage Loan and the related Mortgaged Property.
Nonrecoverable Advance: Any advance previously made by the Company pursuant to Section 5.03 or
any Servicing Advance which, in the good faith judgment of the Company, may not be ultimately
recoverable by the Company from Liquidation Proceeds or otherwise. The determination by the Company
that it has made a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the Company
delivered to the Purchaser and the Master Servicer and detailing the reasons for such determination.
OCC: Office of the Comptroller of the Currency, its successors and assigns.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries 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, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in
connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but
rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, its successors and assigns.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease
in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the
related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any
depository institution or trust company incorporated under the laws of the United States of America
or any state thereof and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating and/or the
long-term unsecured debt obligations or deposits of such depository institution or trust company at
the time of such investment or contractual commitment providing for such investment are rated in
one of the two highest rating categories by each Rating Agency and (b) any other demand or time
deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with
respect to (a) any security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) described in clause
(ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof that
are rated in one of the two highest rating categories by each Rating Agency at the
time of such investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation will not be
Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as
Permitted Investments to exceed 10% of the aggregate outstanding principal balances of
all of the Mortgage Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) which are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each
Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities and which money
market funds are rated in one of the two highest rating categories by each Rating
Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal and interest with a yield to
maturity in excess of 120% of the yield to maturity at par or if such investment or security is
purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan
that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to
the excess of one month's interest at the applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate)
actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the
month in which such Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be
in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company
pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the
average rate in the Wall Street Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or
partial which is received in advance of its scheduled Due Date, including any prepayment penalty or
premium thereon and 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.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct
or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and
the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the
regulations promulgated thereunder and the requirements of Xxxxxx Xxx, all as in effect on the date the
Mortgage Loan was originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in
which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided, approved as an insurer by Xxxxxx Mae
or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized
rating agencies issuing ratings with respect to such securities, if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in
whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of
the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if
such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as
described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the
greater of 100% or the percentage of par as stated in the Confirmation multiplied by the Stated
Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such outstanding
principal balance at the Mortgage Loan Remittance Rate from the last date through which interest has
been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third
party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased; less
amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the
Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of
its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration
and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
or any legal work or advice specifically related to servicing the Mortgage Loans, including but not
limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by
subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage
Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to
which such expenses relate and, upon Purchaser's request, provides documentation supporting such expense
(which documentation would be acceptable to Xxxxxx Xxx), and provided further that any such enforcement,
administrative or judicial proceeding does not arise out of a breach of any representation, warranty or
covenant of the Company hereunder), (c) the management and liquidation of the Mortgaged Property if the
Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments,
water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any expenses
reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in
accordance with the terms of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the outstanding 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 the Company, or as otherwise provided under
Section 4.05 and in accordance with the Xxxxxx Mae Guide(s).
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company, which
may be in electronic media so long as original documents are not required for purposes of realization of
Liquidation Proceeds, REO Disposition Proceeds, Condemnation Proceeds or Insurance Proceeds, consisting
of all documents in the Mortgage File which are not delivered to the Purchaser and the Mortgage Loan
Documents listed in Exhibit A, the originals of such Mortgage Loan Documents which are delivered to the
Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the
principal balance of such 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 Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the
servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be
executed and delivered by the Company and the Purchaser to provide for the sale and servicing pursuant
to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto, which
supplemental agreement shall contain certain specific information relating to such sale of such Mortgage
Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an
aggregate Stated Principal Balance on the related Cut-off Date set forth in the related Term Sheet in an
amount as set forth in the Confirmation, or in such other amount as agreed by the Purchaser and the
Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted by
the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall
deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to
be purchased on the related Closing Date to the Purchaser at least two (2) Business Days prior to the
related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and the related Term
Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the
Confirmation (subject to adjustment as provided therein), multiplied by the Stated Principal Balance, as
of the related Cut-off Date, of the Mortgage Loan listed on the related Mortgage Loan Schedule attached
to the related Term Sheet, after application of scheduled payments of principal due on or before the
related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company,
at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related
Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date
through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid
on the related Closing Date by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date,
(2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however,
that all scheduled payments of principal due on or before the related Cut-off Date and collected by the
Company or any successor servicer after the related Cut-off Date shall belong to the Company), and (3)
all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of
any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding
principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application
of payments of principal due on or before the related Cut-off Date whether or not collected, together
with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related
Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid
amounts shall be the property of the Purchaser. The Company shall deposit any such prepaid amounts into
the Custodial Account, which account is established for the benefit of the Purchaser for subsequent
remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby
agree to directly service the Mortgage Loans listed on the related Mortgage Loan Schedule attached to
the related Term Sheet subject to the terms of this Agreement and the related Term Sheet. The rights of
the Purchaser to receive payments with respect to the related Mortgage Loans shall be as set forth in
this Agreement.
Section 2.04 Record Title and Possession of Mortgage
Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed
to the Purchaser, without recourse, and the Company hereby acknowledges that the Purchaser has, but
subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of
the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian
designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The
Company shall maintain a Servicing File, which shall contain all documents necessary to service the
Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser,
for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the
Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage
Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all
rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested
in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds
received on or in connection with the Mortgage Loans and all records or documents with respect to the
Mortgage Loans prepared by or which come into the possession of the Company shall be received and held
by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any
portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company
shall release its custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as incidental to the Company's
servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with
respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall
not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan has been reflected on the Company's balance sheet and other
financial statements as a sale of assets by the Company. The Company shall be responsible for
maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall
be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available
for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and regulations, and requirements
of Xxxxxx Xxx or FHLMC, as applicable, including but not limited to documentation as to the method used
in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as
amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium
project as required by Xxxxxx Mae or FHLMC, and periodic inspection reports as required by Section
4.13. To the extent that original documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for
inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser
retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that
regulate Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access,
during normal business hours, upon reasonable advance notice to Company and without charge to Company or
such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be
required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such
reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof.
For the purposes of this Agreement, the Company shall be under no obligation to deal with any person
with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage
Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of
the Company show such person as the owner of the Mortgage Loan. 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 a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart
of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the
form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The
Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall xxxx its books and records to reflect the ownership of the Mortgage Loans of such
assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to
the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.
The Company shall deliver and release to the Purchaser or its designee the Mortgage
Loan Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents
enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be
delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to
the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A
hereto, together with all other documents executed in connection with the Mortgage Loan that Company may
have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company
cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance,
including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon
receipt thereof and in any case not later than one hundred twenty (120) days from the related Closing
Date, deliver such original documents, including original recorded documents, to the Purchaser or its
designee (unless the Company is delayed in making such delivery by reason of the fact that such
documents shall not have been returned by the appropriate recording office). If delivery is not
completed within one hundred twenty (120) days solely due to delays in making such delivery by reason of
the fact that such documents shall not have been returned by the appropriate recording office, Company
shall deliver such document to Purchaser, or its designee, within such time period as specified in a
Company's Officer's Certificate. In the event that documents have not been received by the date
specified in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be
delivered by such date specified in the prior Company's Officer's Certificate, stating a revised date
for receipt of documentation. The procedure shall be repeated until the documents have been received
and delivered. If delivery is not completed within one hundred eighty (180) days solely due to delays
in making such delivery by reason of the fact that such documents shall not have been returned by the
appropriate recording office, the Company shall continue to use its best efforts to effect delivery as
soon as possible thereafter, provided that if such documents are not delivered by the 270th day from the
date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the
Repurchase Price in accordance with Section 3.03 hereof.
For each Mortgage Loan that is not a MERS Mortgage Loan, the Company shall pay all initial
recording fees, if any, for the assignments of mortgage and any other fees in connection with the
transfer of all original documents to the Purchaser or its designee. Company shall prepare, in
recordable form, all assignments of mortgage necessary to assign the Mortgage Loans to Purchaser, or its
designee. Company shall be responsible for recording the assignments of mortgage.
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees
that it will cause, at its own expense, the MERS® System to indicate that such Mortgage Loans have been
assigned by the Company to the Purchaser in accordance with this Agreement by including (or deleting, in
the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer
files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans.
The Company further agrees that it will not alter the information referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
Company shall provide an original or duplicate original of the title insurance policy to
Purchaser or its designee no later than ninety (90) days of the receipt of the recorded documents from
the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or
reduce the Company's obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the
Purchaser shall, or shall cause its designee to, give written specification of such defect to the
Company which may be given in the exception report or the certification delivered pursuant to this
Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage Loan in
accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance
with Section 4.01 or 6.01 within one week of their execution; provided, however, that the Company shall
provide the Purchaser, or its designee, with a certified true copy of any such document submitted for
recordation within one week of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified to be a true and complete copy of the original
within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from
Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the written request of
the Company, within ten (10) Business Days, deliver to the Company, any requested documentation
previously delivered to Purchaser as part of the Mortgage File, provided that such documentation is
promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the
document, and provided that during the time that any such documentation is held by the Company, such
possession is in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and its
designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and
expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss,
damage, or misplacement of any documentation delivered to Company pursuant to this paragraph.
Section 2.08 Quality Control Procedures.
The Company must have an internal quality control program that verifies, on a regular basis,
the existence and accuracy of the legal documents, credit documents, property appraisals, and
underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of
its loan production and servicing activities. The program is to ensure that the Mortgage Loans are
originated and serviced in accordance with prudent mortgage banking practices and accounting principles;
guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three
months after the related Closing Date, the Company shall remit to the Purchaser an amount equal to the
excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal
Prepayment. Such remittance shall be made by the Company to Purchaser no later than the third Business
Day following receipt of such Principal Prepayment by the Company.
In the event either of the first three (3) scheduled Monthly Payments which are due under any
Mortgage Loan after the related Cut-off Date are not made during the month in which such Monthly
Payments are due, then not later than five (5) Business Days after notice to the Company by Purchaser
(and at Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from the Purchaser
pursuant to the repurchase provisions contained in this Subsection 3.03.
Section 2.10 Modification of Obligations. Purchaser may, without any notice to Company,
extend, compromise, renew, release, change, modify, adjust or alter, by operation of law or otherwise,
any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without
releasing or otherwise affecting the obligations of Company under this Agreement, or with respect to
such Mortgage Loan, except to the extent Purchaser's extension, compromise, release, change,
modification, adjustment, or alteration affects Company's ability to collect the Mortgage Loan or
realize on the security of the Mortgage, but then only to the extent such action has such effect or
reduces the Servicing Fee.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.
The Company represents, warrants and covenants to the Purchaser that, as of the related Closing
Date or as of such date specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all licenses necessary to carry out its business as now
being conducted, and is licensed and qualified to transact business in and is in good standing under the
laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable
law from such licensing or qualification or is otherwise not required under applicable law to effect
such licensing or qualification and no demand for such licensing or qualification has been made upon
such Company by any such state, and in any event such Company is in compliance with the laws of any such
state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of
the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey
each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into
and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct
its business as presently conducted, has duly authorized the execution, delivery and performance of this
Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and
delivered this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this
Agreement and the related Term Sheet and each Assignment to the Purchaser and any agreements
contemplated hereby, constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, and all requisite corporate action has been taken by the
Company to make this Agreement and the related Term Sheet and all agreements contemplated hereby valid
and binding upon the Company in accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the
origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the
Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance
with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the
terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or
result in a material breach of any of the terms, conditions or provisions of any legal restriction or
any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a
default or result in an acceleration under any of the foregoing, or result in the material violation of
any law, rule, regulation, order, judgment or decree to which the Company or its properties are subject,
or impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or, to the best of
Company's knowledge, threatened, or any order or decree outstanding, with respect to the Company which,
either in any one instance or in the aggregate, is reasonably likely to have a material adverse effect
on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this
Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Company of or compliance by the Company
with this Agreement or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the
Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this Agreement
or the related Term Sheet, except for consents, approvals, authorizations and orders which have been
obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term
Sheet is in the ordinary course of business of the Company and Company, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the
related Term Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or
servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with
applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and
prudent in the mortgage origination and servicing business. Each Mortgage Loan has been serviced in all
material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that
the Company, on behalf of an investor, is entitled to collect, all such payments are in the possession
of, or under the control of, the Company, and there exist no deficiencies in connection therewith for
which customary arrangements for repayment thereof have not been made. All escrow payments have been
collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed
item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or
other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the
related Mortgage Note;
(h) The Company has no knowledge of any circumstances or condition with respect to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably
be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause such
Mortgage Loan to become delinquent or adversely affect the value or the marketability of the Mortgage
Loan. The Company did not select the Mortgage Loans sold to Purchaser based on any adverse selection of
mortgage loans in its portfolio that met Purchaser's purchase parameters for this transaction (as such
parameters are set forth in the Confirmation), including without limitation, the location or condition
of the Mortgaged Property, payment pattern of the borrower or any other factor that may adversely affect
the expected cost of foreclosing, owning or holding the Mortgage Loans or related Mortgaged Property or
collecting the insurance or guarantee proceeds related thereto;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for
reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Xxxxxx Mae,
FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such
mortgage loans. The Company is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws, and regulations, if applicable, and is in good standing to
sell mortgage loans to and service mortgage loans for Xxxxxx Xxx and FHLMC and no event has occurred
which would make Company unable to comply with eligibility requirements or which would require
notification to either Xxxxxx Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it
cannot perform each and every covenant contained in this Agreement or the related Term Sheet. The
Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent.
The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the
Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf
of, Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions
contemplated hereby, contains or will, as of the date such documentation is delivered by the Company,
contain any statement that is or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing Fee shall be treated by the
Company, for accounting and tax purposes, as compensation for the servicing and administration of the
Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received by
Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet
constitutes fair consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years. All such financial information fairly presents the pertinent results of
operations and financial position for the period identified and has been prepared in accordance with
GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the business, operations, financial condition, properties or assets of the
Company since the date of the Company's financial information that would have a material adverse effect
on its ability to perform its obligations under this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person
that may be entitled to any commission or compensation in connection with the sale of the Mortgage
Loans;
Section 3.02 Representations and Warranties as to
Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the
percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the related Cut-off
Date, based on the outstanding Stated Principal Balances of the Mortgage Loans as of the related Cut-off
Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off Date,
whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the
percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as
described in the preceding sentence). The Company hereby represents and warrants to the Purchaser, as to
each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term
Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first
priority ownership interest in an estate in fee simple in real property securing the related Mortgage
Note subject to principles of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made
as of the related Closing Date; the Mortgage Loan has not been dishonored; there are no material
defaults under the terms of the Mortgage Loan; the Company has not advanced its own 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 Loan. As of the related Closing Date, all of the Mortgage Loans will have an actual Interest
Paid to Date of their related Cut-off Date(or later) and will be due for the scheduled monthly payment
next succeeding the Cut-off Date (or later), as evidenced by a posting to Company's servicing collection
system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the
related Closing Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any
payment due thereunder was not paid by the Mortgagor in the month such payment was due;
(d) The origination and collection practices used by the Company with respect to each
Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the
mortgage origination and servicing industry. The Mortgage Loan has been serviced by the Company and any
predecessor servicer in accordance with the terms of the Mortgage Note. With respect to escrow deposits
and Escrow Payments, if any, all such payments are in the possession of, or under the control of, the
Company and there exist no deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments
due the Company have been capitalized under any Mortgage or the related Mortgage Note and no such escrow
deposits or Escrow Payments are being held by the Company for any work on a Mortgaged Property which has
not been completed;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or
modified in any respect, except by written instruments which have been recorded to the extent any such
recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of
waiver, alteration or modification has been executed except in connection with a modification agreement
and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement and which assumption agreement is part
of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the
substance of any such waiver, alteration or modification has been approved by the issuer of any related
Primary Mortgage Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance policy,
to the extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off,
counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render
the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto; and as of the related Closing
Date the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are
insured by an insurer acceptable under the Xxxxxx Xxx or FHLMC Guides, against loss by fire, hazards of
extended coverage and such other hazards as are provided for in the Xxxxxx Mae or FHLMC Guide, as well
as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard
policies are in full force and effect and contain a standard mortgagee clause naming the Company and its
successors in interest and assigns as loss payee and such clause is still in effect and all premiums due
thereon have been paid. If required by the Flood Disaster Protection Act of 1973, as amended, the
Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines
of the Federal Insurance Administration which policy conforms to Xxxxxx Xxx or FHLMC requirements and
was issued by an insurer acceptable to Xxxxxx Mae or FHLMC, as well as all additional requirements set
forth in Section 4.10 of this Agreement. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from the Mortgagor. Neither the Company (nor any prior originator or
servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has
impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for
herein, or the validity and binding effect of either;
(h) Any and all requirements of any federal, state or local law including, without limitation,
usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to the Mortgage Loan have been complied with in all material
respects; none of the Mortgage Loans are classified as a (a) a "high cost" loan under the Home Ownership
and Equity Protection Act of 1994 or (b) a "high cost", "threshold", or "predatory" loan under any other
applicable state, federal or local law; the Company maintains, and shall maintain, evidence of such
compliance as required by applicable law or regulation and shall make such evidence available for
inspection at the Company's office during normal business hours upon reasonable advance notice;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or
rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or
in part nor has any instrument been executed that would effect any such release, cancellation,
subordination or rescission. The Company has not waived the performance by the Mortgagor of any action,
if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor
has the Company waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the
Mortgaged Property, including all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and
all additions, alterations and replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors. The Mortgage and the Mortgage Note
do not contain any evidence of any security interest or other interest or right thereto. Such lien is
free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the
Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not
yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording which are acceptable to mortgage lending
institutions generally and either (A) which are referred to in the lender's title insurance policy
delivered to the originator or otherwise considered in the appraisal made for the originator of the
Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the
Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are
commonly subject which do not individually or in the aggregate materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of
the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related
to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting,
enforceable and perfected first lien and first priority security interest on the property described
therein, and the Company has the full right to sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its
terms subject to principles of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors, and the Company has taken all action necessary to transfer such
rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage. The Mortgage Loan Documents are on forms acceptable to Xxxxxx Xxx and FHLMC. The Mortgage
Note and the Mortgage have been duly and properly executed by such parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on
the part of Company or the Mortgagor, or, to the best of Company's knowledge, information and belief,
and after due inquiry, on the part of any other party involved in the origination or servicing of the
Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement
for future advances thereunder, and any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were
paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note
or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the Purchaser, the Company will
retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the
Purchaser's designee in trust only for the purpose of servicing and supervising the servicing of the
Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any
person other than Purchaser, and the Company had good and marketable title to and was the sole owner
thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and
authority subject to no interest or participation of, or agreement with, any other party, to sell and
assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the
Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan
as set forth in this Agreement. After the related Closing Date, the Company will not have any right to
modify or alter the terms of the sale of the Mortgage Loan and the Company will not have any obligation
or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as provided in this
Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other
generally acceptable form of policy or insurance acceptable to Xxxxxx Xxx or FHLMC (including adjustable
rate endorsements), issued by a title insurer acceptable to Xxxxxx Mae or FHLMC and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and against
any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of
the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Where required
by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such
lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the
Purchaser or the assignment to the Purchaser of the Company's interest therein does not require the
consent of or notification to the insurer and such lender's title insurance policy is in full force and
effect and will be in full force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title insurance policy, and no prior
holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has done, by act
or omission, anything which would impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, and to the knowledge of the Company, would constitute a
default, breach, violation or event permitting acceleration; and neither the Company, nor any prior
mortgagee has waived any default, breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to or equal to the lien of the related
Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the
Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and
no improvements on adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above and all improvements on
the property comply with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with,
the Company's underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at
an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly
Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage
contains the usual and enforceable provisions of the Company at the time of origination for the
acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged
Property is sold without the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the
Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there
currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The
Company has not received notification that any such proceedings are scheduled to commence at a future
date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a
deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or
other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if
required under applicable law to act as such, has been properly designated and currently so serves and
is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will
become payable by the Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal, if required, of the related Mortgaged Property
signed prior to the final approval of the mortgage loan application by a Qualified Appraiser, approved
by the Company, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made
on the security thereof, and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Xxxxxx Xxx or FHLMC and
Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations
promulgated thereunder, all as in effect on the date the Mortgage Loan was originated. The appraisal is
in a form acceptable to Xxxxxx Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were)
(A) in compliance with any and all applicable licensing requirements of the laws of the state wherein
the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified
to do business in such state, or (3) federal savings and loan associations or national banks or a
Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business
in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien
of the corresponding Mortgage and the security interest of any applicable security agreement or chattel
mortgage referred to above and such collateral does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials
required by applicable law with respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features; No Mortgage
Loan is subject to a buydown agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has
no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property,
the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to
regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred
and sixty (360) day year. The Mortgage Loans have an original term to maturity of not more than thirty
(30) years, with interest payable in arrears on the first day of each month. As to each adjustable rate
Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal
the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each
applicable Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as
applicable. Over the term of each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not
exceed such Mortgage Loan's Lifetime Rate Cap. Each Mortgage Note requires a monthly payment which is
sufficient, during the period prior to the first adjustment to the Mortgage Interest Rate, to fully
amortize the outstanding principal balance as of the first day of such period over the then remaining
term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate; provided however,
with respect to any Interest Only Mortgage Loans, the Mortgage Note allows a Monthly Payment of interest
only during the first 10 years from origination, and after the first 10 years from origination, the
Mortgage Note requires a Monthly Payment of principal and interest, sufficient to fully amortize the
outstanding principal balance over the then remaining term of such Mortgage Loan.. As to each Mortgage
Loan, if the related Mortgage Interest Rate changes on an adjustment date, the then outstanding
principal balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan
contains terms or provisions which would result in negative amortization. None of the Mortgage Loans
contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed
interest rate. None of the Mortgage Loans are considered agricultural loans;
(bb) (INTENTIONALLY LEFT BLANK)
(cc) (INTENTIONALLY LEFT BLANK)
(dd) (INTENTIONALLY LEFT BLANK)
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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the
excess of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged
Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the
purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as
to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage
Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance Policy have been and are
being complied with, such policy is in full force and effect, and all premiums due thereunder have been
paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser. No
action, inaction, or event has occurred and no state of facts known to the Company exists that has, or
will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a
Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage
Insurance Policy, subject to state and federal law, and to pay all premiums and charges in connection
therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has
resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary
Mortgage Insurance Policy (including, without limitation, any exclusions, denials or defenses which
would limit or reduce the availability of the timely payment of the full amount of the loss otherwise
due thereunder to the insured) whether arising out of actions, representations, errors, omissions,
negligence, or fraud of the Company or the Mortgagor, or for any other reason under such coverage. The
mortgage interest rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net
of any such insurance premium. Any Mortgage Loan subject to a Lender Primary Mortgage Insurance Policy
obligates the Company to maintain the Lender Primary Insurance Policy and to pay all premiums and
charges in connection therewith;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of
the jurisdiction in which the Mortgaged Property is located;
(jj) Unless otherwise indicated on the Mortgage Loan Schedule, none of the Mortgage Loans
are secured by an interest in a leasehold estate. The Mortgaged Property is located in the state
identified in the related Mortgage Loan Schedule and consists of a single parcel of real property or
contiguous parcels bearing one legal description and tax assessment number with a detached single family
residence erected thereon, or a townhouse, or a two-to-four family dwelling, or an individual
condominium unit in a condominium project, or an individual unit in a planned unit development or a de
minimis planned unit development, provided, however, that no residence or dwelling is a single parcel of
real property with a manufactured home not affixed to a permanent foundation, or a mobile home. Any
condominium unit or planned unit development conforms with the Company's underwriting guidelines. As of
the date of origination, no portion of any Mortgaged Property is used for commercial purposes, and since
the Origination Date to the best of the Company's knowledge, no portion of any Mortgaged Property has
been, or currently is, used for commercial purposes;
(kk) Monthly Payments on the Mortgage Loan commenced no more than sixty (60) days after the
funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first
day of each month in monthly installments of principal, if applicable, and interest, which installments
are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest calculated and payable in arrears;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully
occupied under applicable law, and all inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in
which compliance with any environmental law, rule or regulation is an issue; there is no violation of
any environmental law, rule or regulation with respect to the Mortgaged Property; and the Company has
not received any notice of any environmental hazard on the Mortgaged Property and nothing further
remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting
a prerequisite to use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any
relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to
facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person or an Illinois land trust or
an inter vivos revocable trust acceptable to Xxxxxx Xxx and/or Xxxxxxx Mac;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty
for a term in excess of five years from the date such Mortgage Loan was originated. Except as otherwise
set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment
penalty, such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted
under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount
prepaid in excess of 20% of the original principal balance of such Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance
of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is
only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan
were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding
sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a
reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on
the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to sections 203 and 211 of the National Housing Act, a savings and loan
association, a savings bank, a commercial bank, credit union, insurance company or similar institution
which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged
Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments
and adjustments of the outstanding principal balance are enforceable, all such adjustments have
been properly made, including the mailing of required notices, and such adjustments do not and will
not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed
its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine
whether all interest rate adjustments have been made in accordance with the terms of the Mortgage
Note and Mortgage; and
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required
pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each
Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its
designee, or its assignee.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the
Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of
examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of
any of the foregoing representations and warranties which materially and adversely affects the value of
the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other. The Company shall have a period of sixty (60)
days from the earlier of its discovery or its receipt of notice of any such breach within which to
correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not
corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not
later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such
Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole
option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve
any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60)
days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans
shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such
repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the
amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the
Company may, with the Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days
from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and
substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such
defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of
the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the
removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan
therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to
the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute
Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon
during such month shall be the property of the Purchaser and accrued interest for such month on the
Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such
month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on
the Due Date in the month of substitution shall be the property of the Company and the principal payment
on the Mortgage Loan for which the substitution is made due on such date shall be the property of the
Purchaser.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03
to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to
Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties. If the Company fails to repurchase or substitute for a defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to
Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser
pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled
to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph
shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections
10.01 and 11.01.
Any cause of action against the Company relating to or arising out of the breach of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon
(i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the
Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision
of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is
imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start
up day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of
Counsel to the effect that such substitution will not (i) result in the imposition of taxes on
"prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject
the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related
Closing Date or as of such date specifically provided herein:
(c) The Purchaser is a corporation, dully organized validly existing and in good standing under the
laws of the State of Delaware and is qualified to transact business in, is in good standing under the
laws of, and possesses all licenses necessary for the conduct of its business in, each state in which
any Mortgaged Property is located or is otherwise except or not required under applicable law to effect
such qualification or license;
(d) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each
Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and perform,
and to enter into and consummate all transactions contemplated by this Agreement and the related Term
Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery
and performance of this Agreement and the related Term Sheet, has duly executed and delivered this
Agreement and the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the
purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet
will conflict with any of the terms, conditions or provisions of the Purchaser's charter or by-laws or
materially conflict with or result in a material breach of any of the terms, conditions or provisions of
any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which
it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result
in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser
or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's knowledge, threatened
with respect to the Purchaser which is reasonably likely to have a material adverse effect on the
purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and
the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial
condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement and the related Term Sheet except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related
Term Sheet is in the ordinary course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a
purchase for reporting, tax and accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that
it cannot perform each and every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations
and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the
Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole
remedies of the Seller respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer.
The Company, as independent contract servicer, shall service and administer the Mortgage Loans
in accordance with this Agreement and with Accepted Servicing Practices, 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 which the Company may deem necessary or desirable and consistent with the terms of
this Agreement and with Accepted Servicing Practices and exercise the same care that it customarily
employs for its own account. Except as set forth in this Agreement, the Company shall service the
Mortgage Loans in strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special
servicing option), which include, but are not limited to, provisions regarding the liquidation of
Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other
charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage
impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections,
the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender
Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO
Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of
foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of
Mortgage Files, annual statements, and examination of records and facilities. In the event of any
conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the
related Term Sheet and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this
Agreement shall control and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of
any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to
any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless
the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any
modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for
more than ninety (90) days or forgive any payment of principal or interest, reduce or increase the
outstanding principal balance (except for actual payments of principal) or change the final maturity
date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing
by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan,
the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which
any such principal or interest payment has been deferred, deposit in the Custodial Account from its own
funds, in accordance with Section 4.04, the difference between (a) such month's principal and one
month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage
Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such
advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the
generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to
prepare, execute and deliver, 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 Properties. Notwithstanding anything herein to the contrary, the Company may
not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which
runs more than one hundred eighty (180) days after the first delinquent Due Date. Any such agreement
shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer and
Lender Primary Mortgage Insurance Policy insurer, if required.
Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes
subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit
any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b)
shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in
the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or
amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) or (ii)
cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through
Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an
Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such
action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the
Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event
could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will
receive a fee or other compensation for services nor permit a REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments"
as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing
Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time
period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given
consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent
within five (5) Business Days from the date Purchaser receives a second written request for consent for
such matter from Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that
the Subservicer is an entity that engages in the business of servicing loans, and in either case shall
be authorized to transact business, and licensed to service mortgage loans, in the state or states where
the related Mortgaged Properties it is to service are situated, if and to the extent required by
applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good
standing, and no event has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or
for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae
or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a
foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such
qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under
the related Subservicing Agreement. The Company may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but
the use by the Company of the Subservicer shall not release the Company from any of its obligations
hereunder and the Company shall remain responsible hereunder for all acts and omissions of the
Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all
fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the
Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any
Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial
Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer
and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the
requirements in the preceding paragraph, provided, however, that nothing contained herein shall be
deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related
Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser,
the Company shall at its own cost and expense terminate the rights and responsibilities of the
Subservicer effective as of the date of termination of the Company. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer
from the Company's own funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements
between the Company and the Subservicer or any reference herein to actions taken through the Subservicer
or otherwise, the Company shall not be relieved of its obligations to the Purchaser and shall be
obligated to the same extent and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the
Subservicer for indemnification of the Company by the Subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold
Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to
perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage
Loans involving the Subservicer shall be deemed to be between the Subservicer and Company alone, and the
Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no
obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of
distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to
have received a payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to
this Agreement, the Company will proceed diligently to collect all payments due under each Mortgage Loan
when the same shall become due and payable and shall, to the extent such procedures shall be consistent
with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary
Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy, follow such collection
procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for
its own account. Further, the Company will take special care in ascertaining and estimating annual
escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable,
so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when
they become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the
prior written consent of Purchaser and Company will use diligent efforts to collect same when due except
as otherwise provided in the prepayment penalty rider to the Mortgage.
Section 4.03 Realization Upon Defaulted Mortgage
The Company shall use its best efforts, consistent with the procedures that the Company would
use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary
Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies and the best interest of
Purchaser, 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 pursuant to Section 4.01. Foreclosure or comparable
proceedings shall be initiated within ninety (90) days of default for Mortgaged Properties for which no
satisfactory arrangements can be made for collection of delinquent payments, subject to state and
federal law and regulation. The Company shall use its best 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 a Mortgaged Property shall have suffered damage, the Company
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 the Company through Insurance Proceeds, Condemnation Proceeds, REO
Disposition Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in
Section 4.05. Company shall obtain prior approval of Purchaser as to repair or restoration expenses in
excess of ten thousand dollars ($10,000). The Company shall notify the Purchaser in writing of the
commencement of foreclosure proceedings and not less than five (5) days prior to the acceptance or
rejection of any offer of reinstatement. The Company shall be responsible for all costs and expenses
incurred by it in any such proceedings or functions; provided, however, that it shall be entitled to
reimbursement thereof from the related property, as contemplated in Section 4.05. Notwithstanding
anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in
lieu of foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property
is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an
environmental inspection or review of such Mortgaged Property, such an inspection or review is to be
conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection, the
Company shall promptly provide the Purchaser with a written report of the environmental inspection.
After reviewing the environmental inspection report, the Purchaser shall determine how the Company shall
proceed with respect to the Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any Mortgage Loan which becomes ninety
(90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any
termination fee with respect thereto, provided that the Company shall on the date said termination takes
effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03
and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan
underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set forth in Section
4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage Loan
to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such
property shall be disposed of by the Company, with the consent of Purchaser as required pursuant to this
Agreement, before the close of the third taxable year following the taxable year in which the Mortgage
Loan became an REO Property, unless the Company provides to the trustee under such REMIC an opinion of
counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable
year following the taxable year in which the Mortgage Loan became an REO Property, will not result in
the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code, or cause
the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. Company
shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for
the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to
qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net
income from foreclosure property" which is subject to taxation under the REMIC provisions of the Code.
Pursuant to its efforts to sell such property, the Company shall either itself or through an agent
selected by Company, protect and conserve such property in the same manner and to such an extent as is
customary in the locality where such property is located. Additionally, Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code
Section 4.04 Establishment of Custodial Accounts; Deposits inCustodial Accounts.
The Company 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 or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds ,deposited in
the Custodial Account shall at all times be insured by the FDIC up to the FDIC insurance limits, or must
be invested in Permitted Investments for the benefit of the Purchaser. Funds deposited in the Custodial
Account may be drawn on by the Company in accordance with Section 4.05. The creation of any Custodial
Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of
such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of
any subsequent Purchaser.
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Custodial
Account or Accounts no later than 48 hours after receipt of funds, 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:
(i) all payments on account of principal, including Principal Prepayments and related
penalties, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan
Remittance Rate;
(iii) all Net Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property
pursuant to Section 4.13 and in connection therewith, the Company shall provide the Purchaser with
written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections
4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing
Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the
Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest
Shortfalls, to the extent of the Company's aggregate Servicing Fee received with respect to the related
Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection
with the deductible clause in any blanket hazard insurance policy, such deposit shall be made from the
Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01,
4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it
being understood and agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be
deposited by the Company in the Custodial Account. Any interest paid on funds deposited in the
Custodial Account by the depository institution shall accrue to the benefit of the Company and the
Company shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to
Section 4.05 (iv). The Purchaser shall not be responsible for any losses suffered with respect to
investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial
Account.
The Company may, from time to time, withdraw from the Custodial Account for the following
purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant
to this subclause (ii) being limited to amounts received on the related Mortgage Loan which represent
late collections (net of the related Servicing Fees) of principal and/or interest respecting which any
such advance was made, it being understood that, in the case of such reimbursement, the Company's right
thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to
repurchase a Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such Section and all
other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or
REO administration fees described in Section 4.13), the Company's right to reimburse itself pursuant to
this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
provisions of the Xxxxxx Xxx Guides or as otherwise set forth in this Agreement; any recovery shall be
made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on
funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance
Date), (b) the Servicing Fee from that portion of any payment or recovery as to interest with respect to
a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant
to Section 3.03 all amounts received thereon and not distributed as of the date on which the related
repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii)to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and
(vii) to reimburse itself for any Nonrecoverable Advances.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Company 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 or more Escrow Accounts. The Escrow Account shall be an Eligible
Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide
maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted
Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with
Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form
shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the
Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Escrow
Account or Accounts no later than 48 hours after receipt of funds, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover
escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes as shall be as set forth or
in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds
deposited in the Escrow Account by the depository institution to the extent permitted by law and, to the
extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor in accordance
with applicable law.. The Purchaser shall not be responsible for any losses suffered with respect to
investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary
Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium
assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a
related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late
payments or collections of Escrow Payments thereunder;
(iii)to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part
of its servicing duties, the Company shall pay to the Mortgagors interest on funds in Escrow Account, to
the extent required by law, and to the extent that interest earned on funds in the Escrow Account is
insufficient, shall pay such interest from its own funds, without any reimbursement therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance
with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the
status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien
upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard
insurance coverage and 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, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or
applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company shall
determine that any such payments are made by the Mortgagor at the time they first become due. The
Company 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.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies or
Lender Primary Mortgage Insurance Policies issued by a Qualified Insurer with respect to each Mortgage
Loan for which such coverage is herein required. Such coverage will be terminated only with the
approval of Purchaser, or as required by applicable law or regulation. The Company will not cancel or
refuse to renew any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy in
effect on the Closing Date that is required to be kept in force under this Agreement unless a
replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy for such
canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The Company
shall not take any action which would result in non-coverage under any applicable Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy of any loss which, but for the actions of
the Company would have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify
the insurer under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance
Policy, if any, of such assumption or substitution of liability in accordance with the terms of such
policy and shall take all actions which may be required by such insurer as a condition to the
continuation of coverage under the Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy. If such Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy
is terminated as a result of such assumption or substitution of liability, the Company shall obtain a
replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy as provided
above.
In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in
a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to
permit recovery under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy
respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company
under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.
The Company may transfer the Custodial Account or the Escrow Account to a different Eligible
Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of
the Purchaser, which consent will not be unreasonably withheld.
Section 4.10 Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is acceptable to Xxxxxx Mae or FHLMC and customary in the area where the Mortgaged
Property is located in an amount which is equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of
the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection
Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration in effect with an
insurance carrier acceptable to Xxxxxx Xxx or FHLMC, in an amount representing coverage not less than
the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term
of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant to the
Xxxxxx Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not covered
by flood insurance or is covered in an amount less than the amount required by the Flood Disaster
Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor
must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood
insurance coverage within forty-five (45) days after such notification, the Company shall immediately
force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on
each REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal
to the maximum insurable value of the improvements which are a part of such property, and, to the extent
required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in
an amount as provided above. Any amounts collected by the Company under any such policies other than
amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged
Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing Practices,
shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required by the Company of the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to
this Agreement, the Xxxxxx Xxx Guides or such applicable state or federal laws and regulations as shall
at any time be in force and as shall require such additional insurance. All such policies shall be
endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or
assigns and shall provide for at least thirty (30) days prior written notice of any cancellation,
reduction in the amount or material change in coverage to the Company. The Company shall not interfere
with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided,
however, that the Company shall not accept any such insurance policies from insurance companies unless
such companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment
Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by an insurer
acceptable to Xxxxxx Mae or FHLMC insuring against hazard losses on all of the Mortgage Loans, 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, it shall conclusively be deemed
to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company shall, in the event that there shall
not have been maintained on the related Mortgaged Property or REO Property a policy complying with
Section 4.10, and there shall have been a loss which would have been covered by such policy, 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, the Company
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 request of the Purchaser, the Company
shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best
efforts to obtain a statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions
Insurance.
The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents
and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft,
embezzlement and fraud of such persons. The errors and omissions insurance shall protect and insure the
Company against losses arising out of errors and omissions and negligent acts of such persons. Such
errors and omissions insurance shall also protect and insure the Company 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 requiring the Fidelity Bond or errors and omissions
insurance shall diminish or relieve the Company from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Guides. Upon request by the Purchaser,
the Company shall deliver to the Purchaser a certificate from the surety and the insurer as to the
existence of the Fidelity Bond and errors and omissions insurance policy and shall obtain a statement
from the surety and the insurer that such Fidelity Bond or insurance policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The
Company shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity
Bond or insurance policy will be, or has been, materially modified or terminated. The Purchaser (or any
party having the status of Purchaser hereunder) and any subsidiary thereof and their successors or
assigns as their interests may appear must be named as loss payees on the Fidelity Bond and as
additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide
Purchaser with an insurance certificate certifying coverage under this Section 4.12, and will provide an
update to such certificate upon request, or upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
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 Purchaser or its
designee, or in the event the Purchaser or its designee 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 or Persons as shall be consistent with an opinion of counsel obtained
by the Company from an attorney duly licensed to practice law in the state where the REO Property is
located. Any Person or Persons 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.
The Company shall notify the Purchaser in accordance with the Xxxxxx Xxx Guides of each
acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the
consummation of any foreclosure sale within three (3) Business Days of the date Company receives notice
of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the
Mortgaged Property obtained in connection with such acquisition, and thereafter assume the
responsibility for marketing such REO property in accordance with Accepted Servicing Practices.
Thereafter, the Company shall continue to provide certain administrative services to the Purchaser
relating to such REO Property as set forth in this Section 4.13. No Servicing Fee shall be assessed or
otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance
with the Xxxxxx Mae Guides 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, and in
the same manner that similar property in the same locality as the REO Property is managed. The Company
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 monthly thereafter or more frequently as required by
the circumstances. The Company shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded
by the Company to the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and
shall sell such REO Property in any event within one year after title has been taken to such REO
Property, unless the Company determines, and gives an appropriate notice to the Purchaser to such
effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer
period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO
Property, the Company shall report monthly to the Purchaser as to the progress being made in selling
such REO Property. No REO Property shall be marketed for less than the Appraised Value, without the
prior consent of Purchaser. No REO Property shall be sold for less than ninety five percent (95%) of its
Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing
Advances shall be in accordance with the Xxxxxx Xxx Guides. The disposition of REO Property shall be
carried out by the Company at such price, and upon such terms and conditions, as the Company deems to be
in the best interests of the Purchaser (subject to the above conditions) only with the prior written
consent of the Purchaser. Company shall provide monthly reports to Purchaser in reference to the status
of the marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any such REO Property without payment of
any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section
5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage
Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05.
In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such REO Property to the
Purchaser or its designee. Within five (5) Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the
following information regarding the subject REO Property: the related drive by appraisal or brokers
price opinion, and copies of any related Mortgage Impairment Insurance Policy claims. In addition,
within five (5) Business Days, the Company shall provide the Purchaser with the following information
regarding the subject REO Property: the related trustee's deed upon sale and copies of any related
hazard insurance claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company 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 if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available
funds to the Purchaser (i) 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 4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated to
distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any
Principal Prepayment from the date of such Principal Prepayment through the end of the month for which
disbursement is made provided that the Company's obligation as to payment of such interest shall be
limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due
Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the
first Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet 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 clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change plus two (2) percentage points, but in no event greater than the
maximum amount permitted by applicable law. Such interest shall cover the period commencing with the
day following the Business Day such payment was due and ending with the Business Day on which such
payment is made to the Purchaser, both inclusive. The payment by the Company of any such interest shall
not be deemed an extension of time for payment or a waiver of any Event of Default by the Company. On
each Remittance Date, the Company shall provide a remittance report detailing all amounts being remitted
pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.
The Company shall furnish to Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the tenth calendar
day of the following month on a disk or tape or other computer-readable format in such format as may be
mutually agreed upon by both Purchaser and Company, and no later than the fifth Business Day of the
following month in hard copy, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and
any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution
period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent
(1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced;
and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number
order, in the form of Exhibit E hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall
provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance
Date, the Company shall deposit in the Custodial Account an amount equal to all payments not previously
advanced by the Company, whether or not deferred pursuant to Section 4.01, 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 at the close of business
on the related Determination Date; provided, however, that the Company may use the Amount Held for
Future Distribution (as defined below) then on deposit in the Custodial Account to make such Monthly
Advances. The Company shall deposit any portion of the Amount Held for Future Distribution used to pay
Monthly Advances into the Custodial Account on any future Remittance Date to the extent that the funds
that are available in the Custodial Account for remittance to the Purchaser on such Remittance Date are
less than the amount of payments required to be made to the Purchaser on such Remittance Date.
The "Amount Held for Future Distribution" as to any Remittance Date shall be the total of the
amounts held in the Custodial Account at the close of business on the preceding Determination Date which
were received after the Cut-off Date on account of (i) Liquidation Proceeds, Insurance Proceeds, and
Principal Prepayments received or made in the month of such Remittance Date, and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a date or dates
subsequent to the related Due Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the
Remittance Date prior to the date on which the Mortgaged Property liquidates (including Insurance
Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
Loan unless the Company deems such advance to be nonrecoverable. In such event, the Company shall
deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of the
Company has reviewed the related Mortgage File and has made the reasonable determination that any
additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser
pursuant to a deed-in-lieu of foreclosure, the Company shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property in a form mutually acceptable to Company and Purchaser.
The Company shall also provide reports on the status of REO Property containing such information as
Purchaser may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Company will, to the extent it has actual 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 the Company shall not exercise any such
rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is
unable under applicable law to enforce such "due-on-sale" clause, the Company will 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 6.01, the Company, with the prior consent of the Purchaser and the primary
mortgage insurer, if any, is authorized 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, the Company shall follow
the underwriting practices and procedures of the Company. With respect to an assumption or substitution
of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly
Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note).
If the credit of the proposed transferee does not meet such underwriting criteria, the Company
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Mortgage Loan. The Company shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the
original of any such substitution of liability or assumption agreement, which document shall be added to
the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof. All fees collected by
the Company for entering into an assumption or substitution of liability agreement shall belong to the
Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this
Agreement, the Company 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 which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, 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 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification
that payment in full will be escrowed in a manner customary for such purposes, the Company will
immediately notify the Purchaser by a certification, which certification 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 4.04 have been or will be so
deposited, of a Servicing Officer and shall request delivery to it of the portion of the Mortgage File
held by the Purchaser. The Purchaser shall no later than five (5) Business Days after receipt of such
certification and request, release or cause to be released to the Company, the related Mortgage Loan
Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its
receipt of such satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the
Company the release or satisfaction properly executed by the owner of record of the applicable mortgage
or its duly appointed attorney in fact. No expense incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company 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, the Company, upon written demand, shall remit within
two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and
errors and omissions insurance insuring the Company 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 the Mortgage Loan,
including for the purpose of collection under any Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the
Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File
held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the
related Mortgage documents to the Purchaser when the need therefor by the Company no longer exists,
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 Mortgage 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, and the Company has delivered to the Purchaser a certificate of a
Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate
of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be
released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the
Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from
interest payments collected on the Mortgage Loans, the amounts provided for as the Company's Servicing
Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee
pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as
provided in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the
extent not required to be deposited in the Custodial Account. No Servicing Fee shall be payable in
connection with partial Monthly Payments. The Company 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 for.
Section 6.04 Annual Statement as to Compliance.
The Company will deliver to the Purchaser and the Master Servicer not later February 28 of each
year beginning in February 2005, an Officers' Certificate stating, as to each signatory thereof, that
(i) a review of the activities of the Company during the preceding calendar year and of performance
under this Agreement has been made under such officers' supervision, and (ii) to the best of such
officers' knowledge, based on such review, the Company 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 of cure
provisions thereof. Copies of such statement shall be provided by the Company to the Purchaser upon
request.
Section 6.05 Annual Independent Certified Public
Accountants' Servicing Report.
On or before February 28 of each year beginning February 28, 2005 the Company 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 the Company's servicing of mortgage loans of the same
type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement,
which agreements may include this Agreement, and that, on the basis of such an examination, conducted
substantially in the uniform single audit program for mortgage bankers, such firm is of the opinion that
the Company's servicing has been conducted in compliance with the agreements examined pursuant to this
Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such
other exceptions as shall be set forth in such statement. Copies of such statement shall be provided by
the Company to the Purchaser and the Master Servicer. In addition, on an annual basis, Company shall
provided Purchaser with copies of its audited financial statements.
Section 6.06 Purchaser's Right to Examine Company
Records.
The Purchaser shall have the right to examine and audit at its expense upon reasonable notice
to the Company, during business hours or at such other times as might be reasonable under applicable
circumstances, any and all of the books, records, documentation or other information of the Company, or
held by another for the Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing
a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited
to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the
possession of the Company which may be required by any applicable regulations. Such access shall be
afforded without charge, upon reasonable request, during normal business hours and at the offices of the
Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.
Section 6.07 Annual Certification.
(a) For so long as the Mortgage Loans are being master serviced by the Master Servicer, by February
28th of each year (or if not a Business Day, the immediately preceding Business Day), or at any other
time upon thirty (30) days written request, an officer of the Company shall execute and deliver an
Officer's Certificate to the Purchaser and the Master Servicer for the benefit of the Purchaser and the
Master Servicer and their officers, directors and affiliates, certifying as to the following matters:
(i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual
Independent Public Accountant's Servicing Report and all servicing
reports, officer's certificates and other information relating to the
servicing of the Mortgage Loans submitted to the Master Servicer taken as
a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading as of the date of this certification;
(ii) The servicing information required to be provided to the Master Servicer by the Company under
this Agreement has been provided to the Master Servicer;
(iii) I am responsible for reviewing the activities performed by the Company under the Agreement and
based upon the review required by this Agreement, and except as disclosed
in the Annual Statement of Compliance or the Annual Independent Public
Accountant's Servicing Report submitted to the Master Servicer, the
Company has, as of the date of this certification fulfilled its
obligations under this Agreement; and
(iv)I have disclosed to the Master Servicer all significant deficiencies relating
to the Company's compliance with the minimum servicing standards in accordance
with a review conducted in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or similar standard as set forth in the Agreement.
(b) The Company shall indemnify and hold harmless the Purchaser and Master Servicer and
their 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 arising out of or based upon a breach by the Company or any of its officers,
directors, agents or affiliates of its obligations under this Section 6.07 or the negligence,
bad faith or willful misconduct of the Company in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the Purchaser or Master
Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the
Purchaser or Master Servicer as a result of the losses, claims, damages or liabilities of the
Purchaser or Master Servicer in such proportion as is appropriate to reflect the relative fault
of the Purchaser or Master Servicer on the one hand and the Company on the other in connection
with a breach of the Company's obligations under this Section 6.07 or the Company's negligence,
bad faith or willful misconduct in connection therewith.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.
The Company shall furnish to the Purchaser during the term of this Agreement, such periodic,
special or other reports, information or documentation, whether or not provided for herein, as shall be
necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the
Mortgage Loans and the performance of the Company under this Agreement, including any reports,
information or documentation reasonably required to comply with any regulations regarding any
supervisory agents or examiners of the Purchaser all such reports or information to be as provided by
and in accordance with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Company under this Agreement. The
Company agrees to execute and deliver all such instruments and take all such action as the Purchaser,
from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a
prospective purchaser audited financial statements of the Company for the most recently completed two
(2) fiscal years for which such statements are available, as well as a Consolidated Statement of
Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a
prospective purchaser copies of the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a
knowledgeable financial or accounting officer for the purpose of answering questions and to permit any
prospective purchaser to inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this
Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01 Indemnification; Third Party Claims.
The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, legal 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 the Company
to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans
in compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold
it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any
way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this
Agreement. The Company shall immediately notify the Purchaser if a claim is made by a third party
against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of the
Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel
fees, whether or not such claim is settled prior to judgment, 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
Company shall follow any written instructions received from the Purchaser in connection with such
claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to
the two preceding sentences except when the claim relates to the failure of the Company to service and
administer the Mortgages in compliance with the terms of this Agreement, the breach of representation or
warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of
Company. The provisions of this Section 8.01 shall survive termination of this Agreement. Nothing
herein shall be construed to impose any liability on the Company in the event it has, in good faith,
complied with any instructions of Purchaser, which instructions are contrary to the terms and provisions
of this agreement.
Section 8.02 Merger or Consolidation of the Company.
The Company will 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.
Any Person into which the Company may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Company shall be a party, or any Person
succeeding to the business of the Company whether or not related to loan servicing, shall be the
successor of the Company hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person, or the parent company of such successor or surviving
Person, shall be an institution (i) having a GAAP net worth not less than $25,000,000, (ii) which is a
HUD-approved mortgagee whose primary business is in origination and servicing of first lien mortgage
loans, and (iii) who is a Xxxxxx Xxx or FHLMC approved seller/servicer in good standing; provided,
however, that if such successor or surviving Person does not have a GAAP net worth of at least
$25,000,000, the parent company of such successor or surviving Person shall act as guarantor with
respect to such successor's obligations under this Agreement.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under
any liability to the Purchaser for any action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however,
that this provision shall not protect the Company or any such person against any breach of warranties or
representations made herein, or 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
negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this
Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters
arising hereunder. The Company 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 reasonable opinion may involve it in any expenses or liability; provided,
however, that the Company 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 reasonable 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
the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.
The Company shall not assign this Agreement or resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that
its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured
by the Company. Any such determination permitting the resignation of the Company shall be evidenced by
an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in
form and substance acceptable to the Purchaser. No such resignation shall become effective until a
successor shall have assumed the Company's responsibilities and obligations hereunder in the manner
provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the
Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting the generality of this
Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its
rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially
all of its property or assets, other than in the normal course of business, without the prior written
approval of the Purchaser, which consent shall not be unreasonably withheld; provided that the Company
may assign the Agreement and the servicing hereunder without the consent of Purchaser to an affiliate of
the Company to which all servicing of the Company is assigned so long as (i) such affiliate is a Xxxxxx
Xxx and Xxxxxxx Mac approved servicer and (ii) if it is intended that such affiliate be spun off to the
shareholders of the Company, such affiliate have a GAAP net worth of at least $25,000,000 and (iii) such
affiliate shall deliver to the Purchaser a certification pursuant to which such affiliate shall agree to
be bound by the terms and conditions of this Agreement and shall certify that such affiliate is a Xxxxxx
Mae and Xxxxxxx Mac approved servicer in good standing..
Without in any way limiting the generality of this Section 8.05, in the event that the Company
either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties
hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the
prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this
Agreement, without any payment of any penalty or damages and without any liability whatsoever to the
Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining
unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be
continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under
the terms of this Agreement which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Company set forth in this Agreement which
continues unremedied for a period of thirty (30) days after the date on which written notice of such
failure shall have been given to the Company by the Purchaser, and the remedial period provided for
herein has expired; 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, marshalling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Company and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator
in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Company or of or relating to all or substantially all of its property;
or
(v) the Company 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) Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or
servicer for more than thirty (30) days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the
Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or
substantially all of its property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans
in any jurisdiction in which a Mortgaged Property is located and such licensing is required, and (b)
qualified to transact business in any jurisdiction where it is currently so qualified, but only to the
extent such non-qualification materially and adversely affects the Company's ability to perform its
obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of
Section 8.02; or
(x) failure by the Company to duly perform, within the required time period, its
obligations under Section 6.04, 6.05 or 6.07, which failure continues unremedied for a period of fifteen
(15) days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Company by any party to this Agreement or by the Master Servicer.
Then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default
under clauses (iii), (iv) or (v) above, in which case, automatically and without notice) Company may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same. On or after the receipt by the Company of such
written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which
case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Company shall
prepare, execute and deliver, any and all documents and other instruments, place in such successor's
possession all Mortgage Files, 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 the Company's sole expense. The
Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the
Company's responsibilities and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage
Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a past default, such default
shall cease to exist, and any Event 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 thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon:
(i) the later of the final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due
hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination
with cause under the terms of this Agreement; or (iv) at the Purchaser's option and upon written notice
to the Company, if any Mortgage Loan becomes 90 days or greater delinquent in payment of a scheduled
Monthly Payment, but solely with respect to such Mortgage Loan; or (v) at the Purchaser's option and
upon written notice to the Company, if the sum of all Mortgage Loans that are 90 days or greater
delinquent in payment of a scheduled Monthly Payment, (including those Mortgage Loans subject to
bankruptcy, currently in foreclosure and any REO Properties), exceeds 7% of the aggregate total
principal amount of all Mortgage Loans serviced hereunder; provided, however, that the Purchaser shall
not have the right to terminate the Company if such delinquencies, bankruptcies and REO properties are
resulting from acts beyond the Company's control, including, but not limited to, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency
restrictions, communication line failures, power failures, earthquakes or other natural disasters. For
termination in accordance with clause (iv) of this subsection, the Company shall be deemed to have been
terminated with cause and the provisions of Section 9.01 shall apply with respect to such termination.
For termination in accordance with clause (v) of this subsection, the Company shall remain as "Company"
under this Agreement, however servicing shall transfer to the Purchaser or its designee as subservicer
for the Company, in accordance with a subservicing agreement to be provided to the Company by the
Purchaser, and the Purchaser shall be paid a subservicing fee of 10 basis points for such subservicing.
Simultaneously with any such termination and the transfer of servicing hereunder, the Company shall be
entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to
Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the
Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a
successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the Company under this
Agreement prior to the termination of Company's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such
successor shall agree. In the event that the Company's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge
such duties and responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of Company
pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed
pursuant to this Section and shall in no event relieve the Company of the representations and warranties
made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and
under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03
and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the
Company, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the
Company and to the Purchaser an instrument accepting such appointment, whereupon such successor shall
become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Company, with like effect as if originally named as a party to this Agreement. Any termination
or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not
affect any claims that the Purchaser may have against the Company arising prior to any such termination
or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the
Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the
Company shall account for all funds. The Company shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest and confirm in the
successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Company. Within ten (10) Business Days of the execution and delivery of such instruments, the successor
shall reimburse the Company for unrecovered Servicing Advances which the successor retains hereunder and
which would otherwise have been recovered by the Company pursuant to this Agreement but for the
appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the
Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Company at the
Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that
such recordation materially and beneficially affects the interest of the Purchaser or is necessary for
the administration or servicing of the Mortgage Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with
the laws of the State of New York except to the extent preempted by Federal law. The obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in
writing and shall be deemed conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or certified mail, return receipt
requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing,
as follows:
(i) if to the Company:
HomeBanc Mortgage Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000 Attention:
Xxxxx X. Xxxxxxx, EVP Capital Markets & Treasury
Telecopier No.: (000) 000-0000
With a copy to:
HomeBanc Mortgage Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: General Counsel
Telecopier No.: (000) 000-0000
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX,
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx Xxxxx
Telecopier No.:
With a copy to:
Bear Xxxxxxx Mortgage Capital Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxxx
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 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet
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 that 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 develop a structure the economic effect
of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an
integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to
such Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of
enumeration; and
(vii) headings of the Articles and Sections in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the
closing, and (iii) 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 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to
non-public information regarding the financial condition, operations and prospects of the other party.
Each party agrees to keep all non-public information regarding the other party strictly confidential,
and to use all such information solely in order to effectuate the purpose of the Agreement, provided
that each party may provide confidential information to its employees, agents and affiliates who have a
need to know such information in order to effectuate the transaction, provided further that such
information is identified as confidential non-public information. In addition, confidential information
may be provided to a regulatory authority with supervisory power over Purchaser, provided such
information is identified as confidential non-public information.
Section 11.11 Recordation of Assignments of Mortgage.
For each Mortgage Loan that is not a MERS Mortgage Loan, to the extent permitted by applicable
law, each of the Assignments is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by and at the Company's expense in the event recordation is either
necessary under applicable law or requested by the Purchaser at its sole option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in
part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment
and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or designee
shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage
Loans. In no event shall Purchaser sell a partial interest in any Mortgage Loan without the
written consent of Company, which consent shall not be unreasonably denied. All references to the
Purchaser in this Agreement shall be deemed to include its assignee or designee. The Company shall
have the right, only with the consent of the Purchaser or otherwise in accordance with this
Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some
or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint
venture between the parties hereto and the services of the Company shall be rendered as an independent
contractor and not as agent for Purchaser.
Section 11.14 Execution: Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same agreement. Subject to this Agreement shall
inure to the benefit of and be binding upon the Company and the Purchaser and their respective
successors and assigns.
Section 11.15 Entire Agreement.
The Company acknowledges that no representations, agreements or promises were made to the
Company by the Purchaser or any of its employees other than those representations, agreements or
promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and
the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both
parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement
and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit
or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail,
solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in
part, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is
understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company
which are directed to the general public at large, or segments thereof, provided that no segment shall
consist primarily of the Mortgage Loans, including, without limitation, mass mailing based on
commercially acquired mailing lists, newspaper, radio and television advertisements and (ii) responses
to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude
the Company or any of its affiliates from soliciting any Mortgagor for any other financial products or
services. The Company shall use its best efforts to prevent the sale of the name of any Mortgagor to
any Person who is not an affiliate of the Company, other than as permitted by law.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related
Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties
shall agree, or conducted in person, at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject
to each of the following conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall
deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of
the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be
materially true and correct as of the related Closing Date and no event shall have occurred which, with
notice or the passage of time, would constitute a material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in
escrow, all documents required pursuant to this Agreement, the related Term Sheet, an opinion of counsel
and an officer's certificate, all in such forms as are agreed upon and acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or
prior to the related Closing Date all documents required pursuant to the terms of this Agreement and the
related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the
Confirmation shall have been materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related
Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by
wire transfer of immediately available funds to the account designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on
or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the
Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of
the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through
transfers (each, a "Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the
Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and
Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser's request, a
seller's warranties and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to
the parties, (collectively the agreements referred to herein are designated, the "Reconstitution
Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Company than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such
servicer or issuer, as the case may be, and any other participants in such Reconstitution: (i) any and
all information (including servicing portfolio information) and appropriate verification of information
(including servicing portfolio information) which may be reasonably available to the Company, whether
through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant
shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants,
opinions of counsel, letters from auditors, and certificates of public officials or officers of the
Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant.
In connection with each Pass-Through Transfer, the Company agrees to provide reasonable and customary
indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the
Mortgage Loans. The Purchaser shall be responsible for the costs relating to the delivery of such
information. All reasonable and customary costs, fees and expenses incurred by Company pursuant to this
provision shall be reimbursed to it and be deemed a condition precedent to its execution of any
Reconstitution Agreement(s).
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with
respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
HOMEBANC MORTGAGE CORPORATION
Company
By: _______________________
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser, and which shall be retained by the
Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04
and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of
____________________________________________________, without recourse," and signed via original
signature in the name of the Company by an authorized officer, with all intervening endorsements showing
a complete chain of title from the originator to the Company, together with any applicable riders. In
no event may an endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the
Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of
predecessor]". If the Mortgage Loan was acquired or originated by the Company while doing business
under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage
Notes may be in the form of a lost note affidavit subject to Purchaser acceptability.
2. Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, the
original Mortgage with evidence of recording thereon. If in connection with any Mortgage Loan that is
not a MERS Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with
evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the
public recording office where such Mortgage has been delivered for recordation or because such Mortgage
has been lost or because such public recording office retains the original recorded Mortgage, the
Company shall deliver or cause to be delivered to the Purchaser a photocopy of such Mortgage together
with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the
title insurer insuring the Mortgage stating that such Mortgage has been delivered to the appropriate
public recording office for recordation and that the original recorded Mortgage or a copy of such
Mortgage certified by such public recording office to be a true and complete copy of the original
recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or
(ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or
in the case where a Mortgage is lost after recordation in a public recording office, a copy of such
Mortgage with the recording information thereon certified by such public recording office to be a true
and complete copy of the original recorded Mortgage. With respect to each MERS Mortgage Loan, the
original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating
that the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the
original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a
copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;
3. The original or certified copy, certified by the Company, of the Primary Mortgage
Insurance Policy, if required.
4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original
Assignment of Mortgage, from the Company to "Mortgage Electronic Registration Systems, Inc., its
successors and assigns, as nominee for EMC Mortgage Corporation, its successors and assigns, X.X. Xxx
0000, Xxxxx, Xxxxxxxx 00000-0000," or otherwise in accordance with Purchaser's instructions, which
assignment of mortgage shall, but for any blanks requested by Purchaser, be in form and substance
acceptable for recording. If the Mortgage Loan was acquired or originated by the Company while doing
business under another name, the Assignment must be by "[Company] formerly known as [previous name]". If
the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company],
successor by merger to the [name of predecessor]". None of the Assignments are blanket assignments of
mortgage;
5. The original policy of title insurance, including riders and endorsements thereto, or
if the policy has not yet been issued, a written commitment or interim binder or preliminary report of
title issued by the title insurance or escrow company.
6. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, originals of all
recorded intervening Assignments, or copies thereof, certified by the public recording office in which
such Assignments have been recorded showing a complete chain of title from the originator to the
Company, with evidence of recording thereon, or a copy thereof certified by the public recording office
in which such Assignment has been recorded or, if the original Assignment has not been returned from the
applicable public recording office, a true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording office in which such
documents have been recorded, of each assumption, extension, modification, written assurance or
substitution agreements, if applicable, or if the original of such document has not been returned from
the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating
to the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of
power of attorney or other instrument that authorized and empowered such person to sign bearing evidence
that such instrument has been recorded, if so required in the appropriate jurisdiction where the
Mortgaged Property is located, or a copy thereof certified by the public recording office in which such
instrument has been recorded or, if the original instrument has not been returned from the applicable
public recording office, a true certified copy, certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real
estate settlement procedure forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Xxxxxx Xxx Form 1008) or reasonable
equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a
limited documentation program, all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in
accordance with Company's underwriting guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and
septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection
with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of
the Mortgage Loans indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2004
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of January 1,
2004 Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish
an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as
"[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed
by the Company. This letter is submitted to you in duplicate. Please execute and return one original
to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "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 deposited at any time in
the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through
the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2004
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of January 1, 2004
Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as
"[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans,
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order
signed by the Company. This letter is submitted to you in duplicate. Please execute and return one
original to us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "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 deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement")
made as of __________, 200__, among EMC Mortgage Corporation (the "Assignor"), ___________________ (the
"Assignee"), and HomeBanc Mortgage Corporation (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the
residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned
Loan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the
Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor and Company
(the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and
interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right,
title and interest in, to and under the Purchase Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the
"Funding Amount" as set forth in that certain letter agreement, dated as of _________ ____, between
Assignee and Assignor (the "Confirmation") and (ii) Assignor, at its expense, shall have caused to be
delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its
custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an
endorsement of the Mortgage Note from the applicable Company, in blank, and an assignment of mortgage in
recordable form from the applicable Company, in blank. Assignee shall pay the Funding Amount by wire
transfer of immediately available funds to the account specified by Assignor. Assignee shall be
entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all
unscheduled payments or other proceeds or other recoveries on the Assigned Loans received on and after
_____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the provisions of which have not
been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the
Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as
they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the
transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations
under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens,
claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with
respect to the Assigned Loans or the Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignor 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 Assignor or its property is subject. The
execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor 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;
(h) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignor in connection with the execution,
delivery or performance by Assignor of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(i) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer
to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the
Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest
in the Assigned Loans with any Person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company
as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and has all requisite power and authority to acquire, own and
purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignee 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 Assignee or its property is subject. The
execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee 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;
(c) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignee in connection with the
execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and
conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date
hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations
as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee
as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which
have not been waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the Purchase Agreement;
(g) Company has full corporate power and authority to execute, deliver and perform its obligations
under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary
course of Company's business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Company's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Company 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 Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation by it
of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Company. This PAAR Agreement has been duly executed and
delivered by Company, and, upon the due authorization, execution and delivery by
Assignor and Assignee, will constitute the valid and legally binding obligation of
Company, enforceable against Company 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;
(h) No consent, approval, order or authorization of, or declaration, filing or registration with,
any governmental entity is required to be obtained or made by Assignee in connection
with the execution, delivery or performance by Company of this PAAR Agreement, or the
consummation by it of the transactions contemplated hereby; and
(i) Except as otherwise disclosed, no event has occurred from the Closing Date to the date hereof
which would render the representations and warranties as to the related Assigned Loans
made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in
any material respect.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the
Assigned Loans and will service the Assigned Loans in accordance with the Purchase Agreement. It is the
intention of Assignor, Company and Assignee that this PAAR Agreement shall be binding upon and for the
benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the
Assigned Loans without the prior written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the
Purchase Agreement and this PAAR Agreement shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
(a) In the case of Company,
HomeBanc Mortgage Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, EVP Capital Markets & Treasury
Telecopier No.: (000) 000-0000
With a copy to
HomeBanc Mortgage Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: General Counsel
Telecopier No.: (000) 000-0000
(c) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx Xxxxx
Telecopier No.:
with a copy to:
Bear Xxxxxxx Mortgage Capital Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxxx
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection
with the negotiations for, documenting of and closing of the transactions contemplated by this PAAR
Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or modification is
sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment
of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the
termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of
the Purchase Agreement with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control. In the event that any provision of this PAAR Agreement conflicts with any provision of the
Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
Notwithstanding anything to the contrary herein contained, the parties hereto understand and agree that
no provision of the PAAR Agreement imposes upon the Company any duty or obligation greater than that
referenced or otherwise recited in the Purchase Agreement.
[Modification of Purchase Agreement
16. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI
Insurer attached hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental
PMI Policy, any title policy, any hazard insurance policy or any other insurance policy
covering a Mortgage Loan or other related Mortgaged Property, including any amounts required to
be deposited in the Custodial Account pursuant to Section 4.04, 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 Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the Supplemental PMI Insurer with respect to the
Supplemental PMI Policy and, in this regard, to take such action as shall be necessary to permit
recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental
PMI Insurer any required information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer
tape, or other mutually acceptable format, the unpaid principal balance, insurer certificate number,
lender loan number, and premium due the Supplemental PMI Insurer for each Mortgage Loan covered by the
Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser and the
[Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the
Servicer in connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or
servicer for more than thirty (30) days, or the Company fails to meet the servicer eligibility
requirements of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________
Name:_______________________________
Title:______________________________
_________________________________
Assignee
By:_________________________________
Name:_______________________________
Title:______________________________
HOMEBANC MORTGAGE CORPORATION
Company
By:____________________________________
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
ATTACHMENT 1
ASSIGNED LOAN SCHEDULE
[Provided upon request]
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
[Provided upon request]
EXHIBIT E
FORM OF TRIAL BALANCE
[Provided upon request]
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the
Purchaser, the undersigned hereby certifies that he or she is an officer of the Company requesting
release of the documents for the reason specified below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company
has been notified that payment in full has been or will be escrowed. The Company hereby certifies that
all amounts with respect to this loan which are required under the Agreement have been or will be
deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The
Company hereby certifies that the repurchase price has been credited to the Custodial Account as
required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required
to proceed with the foreclosure action. The Company hereby certifies that the documents will be
returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the
Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release
to the Company all original mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above
captioned mortgage loan have been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between HomeBanc Mortgage Corporation,
a Delaware corporation, located at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (the "Company")
and EMC Mortgage Corporation, a Delaware corporation, located at ______________ (the "Purchaser") is
made pursuant to the terms and conditions of that certain Purchase, Warranties and Servicing Agreement
(the "Agreement") dated as of January 1, 2004, between the Company and the Purchaser, the provisions of
which are incorporated herein as if set forth in full herein, as such terms and conditions may be
modified or supplemented hereby. All initially capitalized terms used herein unless otherwise defined
shall have the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser,
all of the Company's right, title and interest in and to the Mortgage Loans described on the Mortgage
Loan Schedule annexed hereto as Schedule I, pursuant to and in accordance with the terms and conditions
set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter, the Company
shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the
Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms
shall have the following meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the
Purchaser is subject to the fulfillment, on or prior to the applicable Closing Date, of the following
additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents
shall be delivered with respect to the Mortgage Loans: [None]
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date
hereof, the Company makes the following additional representations and warranties with respect to
the Mortgage Loans: [None]. [Notwithstanding anything to the contrary set forth in the Agreement,
with respect to each Mortgage Loan to be sold on the Closing Date, the representation and warranty
set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, Section ______ of the Agreement shall remain in full force and
effect as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by
their respective duly authorized officers as of the date first above written.
HOMEBANC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
SCHEDULE I
MORTGAGE LOAN SCHEDULE
AMENDED AND RESTATED AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 27, 2006
among
EMC MORTGAGE CORPORATION,
as Purchaser
and
HOMEBANC MORTGAGE CORPORATION,
as Company
This AMENDED AND RESTATED AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this
27th day of January, 2006, by and between EMC Mortgage Corporation, a Delaware corporation, as purchaser
(the "Purchaser") and HomeBanc Mortgage Corporation, as company (the "Company") in connection with the
Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004, between the above mentioned
parties (the "Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the
Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment;
WHEREAS, the Agreement provides that the Agreement may be amended from time to time by the
Company and the Purchaser by written agreement signed by the Company and the Purchaser; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned
to such terms in the Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding
the following definitions to Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if any,
identified in the related transaction documents.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or
all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of
publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or
in part, of some or all of the Mortgage Loans.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided
that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an
agreement between the Company and such Person that contemplated that such Person would underwrite
mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines
designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such
Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i)
above and were acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in
origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or
(y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the
Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company,
pre-purchase or post-purchase quality assurance procedures (which may involve, among other things,
review of a sample of mortgage loans purchased during a particular time period or through particular
channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the
underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as
may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of
some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an
issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an
issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are
determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in
whole or in part, of some or all of the Mortgage Loans.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in
Item 1122(d) of Regulation AB, or any amendments thereto, a summary of the requirements of which as of
the date hereof is attached hereto as Exhibit M for convenience of reference only. In the event of a
conflict or inconsistency between the terms of Exhibit M and the text of Item 1122(d) of Regulation AB,
the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes
Certification with respect to a Securitization Transaction in response to evolving interpretations of
Regulation AB and incorporated into a revised Exhibit M).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and
1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated
Mortgage Loans acquired by the Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by
deleting in its entirety the definition of Subservicer in Section 1.01 and replacing it with the
following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB. Any subservicer shall meet the qualifications set forth in Section 4.01.
4. Article III of the Agreement is hereby amended effective as of the date hereof by
revising Section 3.01(n) as follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years. All such financial information fairly presents the pertinent results of
operations and financial position for the period identified and has been prepared in accordance with
GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the servicing policies and procedures, business, operations, financial
condition, properties or assets of the Company since the date of the Company's financial information
that would have a material adverse effect on its ability to perform its obligations under this Agreement;
5. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise
disclosed to the Purchaser: (1) the Company is not aware of and has not received notice that any default
or servicing related performance trigger has occurred as to any other securitization due to any act or
failure to act of the Company; (2) no material noncompliance with applicable servicing criteria as to
any other securitization has been disclosed or reported by the Company; (3) the Company has not been
terminated as servicer in a residential mortgage loan securitization, either due to a servicing default
or to application of a servicing performance test or trigger; (4) no material changes to the Company's
servicing policies and procedures for similar loans has occurred in the preceding three years; (5) there
are no aspects of the Company's financial condition that could have a material adverse impact on the
performance by the Company of its obligations hereunder; (6) there are no material legal proceedings
pending, or known to be contemplated by governmental authorities, against the Company; and (7) there are
no affiliations, relationships or transactions relating to the Company of a type that are described
under Item 1119 of Regulation AB.
6. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the Company shall,
within five Business Days following such request, confirm in writing the accuracy of the representations
and warranties set forth in Section 3.01(p) of this Section or, if any such representation and warranty
is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent
facts, in writing, to the requesting party.
7. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(r):
(r) Notwithstanding anything to the contrary in the Agreement, the Company shall (or shall
cause each Subservicer and Third-Party Originator to) (i) within 2 Business Days of the related event,
notify the Purchaser and any Depositor in writing of (A) any material litigation or governmental
proceedings pending against the Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a Pass-Through Transfer between
the Company, any Subservicer or any Third-Party Originator and any of the parties specified in clause
(7) of paragraph (p) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all
of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to
perform or assist in the performance of any of the Company's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships.
All notification pursuant to this Section 3.01(r), other than those pursuant to Section
3.01(r)(i)(A), should be sent to:
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
With a copy to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx, Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Xxxxxx Xxxxx
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Associate General Counsel for Loan Administration
Facsimile: (000) 000-0000
With copies to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx, Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
8. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(s):
(s) As a condition to the succession to the Company or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the
Company or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor
to the Company or any Subservicer, the Company shall provide to the Purchaser and any Depositor, at
least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice
to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Purchaser and such Depositor, all information reasonably
requested by the Purchaser or any Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any class of asset-backed securities.
9. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.02(xx):
With respect to each Mortgage Loan, information regarding the borrower credit files related to
such Mortgage Loan has been furnished to credit reporting agencies in compliance with the provisions of
the Fair Credit Reporting Act and the applicable implementing regulations.
10. Article IV of the Agreement is hereby amended effective as of the date hereof by
adding this paragraph after the first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related
to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations.
11. Article IV of the Agreement is hereby amended effective as of the date hereof by
revising the first paragraph of Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use delinquency
recognition policies as described to and approved by the Purchaser, and shall revise these policies as
requested by the Purchaser from time to time.
12. Article V of the Agreement is hereby amended effective as of the date hereof by
deleting Section 5.02 in its entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.
The Company shall furnish (i) to the Purchaser before the related Mortgage Loans are
reconstituted in any Securitization Transaction, and (ii) to any Master Servicer after the related
Mortgage Loans are reconstituted in any Securitization Transaction, an individual loan accounting
report, as of the last Business Day of each month, in the Company's assigned loan number order to
document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each
month, the corresponding individual loan accounting report shall be received by the Purchaser or such
Master Servicer, as applicable, no later than the fifth Business Day of the following month on a disk or
tape or other computer-readable format in such format as may be mutually agreed upon by both Purchaser
or Master Servicer, as applicable, and Company, and no later than the fifth Business Day of the
following month in hard copy, and shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including
the date of such prepayment, and any prepayment penalties or premiums, along with a detailed report of
interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by
the Company during the prior distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal
Balance of all Mortgage Loans as of the first day of the distribution period and the last day of the
distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds received during the prior
distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
paid by the Company in accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the
last day of the distribution period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan
(a) delinquent as grouped in the following intervals through final liquidation of such Mortgage Loan: 30
to 59 days, 60 to 89 days, 90 days or more; (b) as to which foreclosure has commenced; and (c) as to
which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss
following liquidation of such Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the
amount of any Monthly Advances made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by
the Company with respect to such Mortgage Loan including the amount, terms and general purpose of such
Servicing Advances, and the aggregate amount of Servicing Advances for all Mortgage Loans during the
prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made
by the Company with respect to such Mortgage Loan including the amount, terms and general purpose of
such Nonrecoverable Advances, and the aggregate amount of Nonrecoverable Advances for all Mortgage Loans
during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
Advances and Nonrecoverable Advances reimbursed to the Company with respect to such Mortgage Loan during
the prior distribution period pursuant to Section 4.05, and the source of funds for such reimbursement,
and the aggregate amount of any Monthly Advances, Servicing Advances and Nonrecoverable Advances
reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to
Section 4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications,
extensions or waivers to the terms, fees, penalties or payments of such Mortgage Loan during the prior
distribution period or that have cumulatively become material over time;
(xvii) a description of any material breach of a representation or warranty set forth in
Section 3.01 or Section 3.02 herein or of any other breach of a covenant or condition contained herein
and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute
Mortgage Loan provided by the Company and the Stated Principal Balance of any Mortgage Loan that has
been replaced by a substitute Mortgage Loan in accordance with Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan
that has been repurchased by the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser or any Master Servicer, as applicable,
such other information known or available to the Company that is necessary in order to provide the
distribution and pool performance information as required under Item 1121 of Regulation AB, as amended
from time to time, as determined by the Purchaser or such Master Servicer, as applicable, in its
reasonable discretion. The Company shall also provide a monthly report, in the form of Exhibit E
hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any Master
Servicer, Exhibit F with respect to defaulted mortgage loans and Exhibit P, with respect to realized
losses and gains, with each such report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to Purchaser or any Master Servicer, as
applicable, pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser or any Master Servicer, as
applicable, with such information concerning the Mortgage Loans as is necessary for Purchaser or such
Master Servicer to prepare its federal income tax return as Purchaser may reasonably request from time
to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.04 in its entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser, not later than March 1 of each calendar
year beginning in 2007, an Officers' Certificate acceptable to the Purchaser (an "Annual Statement of
Compliance") stating, as to each signatory thereof, that (i) a review of the activities of the Company
during the preceding calendar year and of performance under this Agreement or other applicable servicing
agreement has been made under such officers' supervision and (ii) to the best of such officers'
knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement
or other applicable servicing agreement in all material respects throughout such year, or, if there has
been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be
provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a
prospective purchaser of the Mortgage Loans. In the event that the Company has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an
officer's certificate (an "Annual Certification") of the Subservicer as described above as to each
Subservicer as and when required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by
March 1 of each calendar year beginning in 2007, an officer of the Company shall execute and deliver an
Annual Certification to the Purchaser, any Master Servicer and any related Depositor for the benefit of
each such entity and such entity's affiliates and the officers, directors and agents of any such entity
and such entity's affiliates, in the form attached hereto as Exhibit L. In the event that the Company
has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the
Company shall deliver an Annual Certification of the Subservicer as described above as to each
Subservicer as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance or Annual
Certification by March 1 of such year, the Purchaser shall permit a cure period for the Company to
deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March
10th of such year.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of
Default, automatically, without notice and without any further cure period, and Purchaser may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same, as provided in Section 9.01. Such termination
shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall
supercede any other provision in this Agreement or any other agreement to the contrary; provided that to
the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly
provides for the survival of certain rights or obligations following termination of the Company as
servicer, such provision shall be given effect.
14. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.05 in its entirety and replacing it with the following:
Section 6.05 [Reserved].
15. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting 6.07 in its entirety and replacing it with the following:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each
subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements
of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company
shall deliver to the Purchaser or its designee on or before March 1 of each calendar year beginning in
2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Purchaser regarding the
Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise
required by the Master Servicer, which as of the date hereof, require a report by an authorized officer
of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the
Servicing Criteria applicable to the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess
compliance with the Servicing Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any
material instance of noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities transactions taken as a
whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the Company's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the
Company, which statement shall be based on the activities it performs with respect to asset-backed
securities transactions taken as a whole involving the Company, that are backed by the same asset type
as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit O hereto delivered to the Purchaser concurrently with
the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or
before March 1 of each calendar year beginning in 2007, the Company shall furnish to the Purchaser or
its designee a report (an "Attestation Report") by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the Company, as required by Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer,
which Attestation Report must be made in accordance with standards for attestation reports issued or
adopted by the Public Company Accounting Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company
pursuant to Section 11.19 to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, to deliver to the Purchaser and any Depositor an assessment of compliance and
accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by
March 1 of such year, the Purchaser shall permit a cure period for the Company to deliver such
Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of
Default, automatically, without notice and without any further cure period, and Purchaser may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same, as provided in Section 9.01. Such termination
shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall
supercede any other provision in this Agreement or any other agreement to the contrary.
16. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02,
6.04, 6.05, 6.07 and 11.18 of this Agreement is to facilitate compliance by the Purchaser and any
Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None
of the Purchaser, any Master Servicer or any Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder. The Company and Purchaser acknowledge that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or
its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or
otherwise, and the Company agrees to comply with requests made by the Purchaser or any Depositor in good
faith for delivery of information under these provisions on the basis of evolving interpretations of
Regulation AB. In connection with any Pass-Through Transfer, the Company shall cooperate fully with the
Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor,
any and all statements, reports, certifications, records and any other information necessary in the good
faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to
comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
17. Article XI of the Agreement is hereby amended effective as of the date hereof by
restating Section 11.18 in its entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on
or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the
Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of
the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more whole loan transfers (each, a "Whole
Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through
Transfers.
The Company agrees to execute in connection with any agreements among the Purchaser, the
Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and
Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser's request, a
seller's warranties and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to
the parties, (collectively the agreements referred to herein are designated, the "Reconstitution
Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to
the contrary in this Section 11.18, the Company agrees that it is required to perform the obligations
described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any
other participants in such Reconstitution:
(i) any and all information and appropriate verification of information which may be
reasonably available to the Company, whether through letters of its auditors and counsel or otherwise,
as the Purchaser or any such other participant shall request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters
from auditors, and certificates of public officials or officers of the Company as are reasonably agreed
upon by the Company and the Purchaser or any such other participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to
the Company (as originator) and each Third-Party Originator of the Mortgage Loans as required under Item
1110(a) and (b) of Regulation AB, a summary of the requirements of which has of the date hereof is
attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole
discretion. If requested by the Purchaser, this will include information about the applicable
credit-granting or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or,
as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the
mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as
provided below) originated by (i) the Company, if the Company is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each
Third-Party Originator. Such Static Pool Information shall be prepared by the Company (or Third-Party
Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item
1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available to the Company
(or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type,
the Purchaser or any Depositor shall be entitled to specify whether some or all of such information
shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the
form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor.
Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans
included in the vintage origination year or prior securitized pool. The most recent periodic increment
must be as of a date no later than 135 days prior to the date of the prospectus or other offering
document in which the Static Pool Information is to be included or incorporated by reference. The Static
Pool Information shall be provided in an electronic format that provides a permanent record of the
information provided, such as a portable document format (pdf) file, or other such electronic format
reasonably required by the Purchaser or the Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the
Company (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole discretion. In the event that the Company has delegated
any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall
provide the information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated)
against the Company (as originator and as servicer) and each other originator of the Mortgage
Loans and each Subservicer as required by Item 1117 of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of
reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and
as servicer) and each other originator of the Mortgage Loans and each Subservicer as required
by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof
is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser
in its reasonable discretion, and
(c) information regarding relationships and transactions with respect to the Company
(as originator and as servicer) and each other originator of the Mortgage Loans and each
Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements
of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its reasonable discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause
each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any
additional incremental expense associated with delivery pursuant to this Agreement), such statements and
agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or
Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with
respect to the Company's or Third-Party Originator's originations or purchases, to calendar months
commencing January 1, 2006, or to any financial information included in any other disclosure provided
under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such statements
and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such
Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any
broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Pass-Through
Transfer. Any such statement or letter may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) provide prompt notice to the Purchaser, any Master Servicer and any
Depositor in writing of (A) any material litigation or governmental proceedings involving the Company,
any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop
following the closing date of a Securitization Transaction between the Company, any Subservicer or any
Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Section
(and any other parties identified in writing by the requesting party) with respect to such
Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of
the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in
the performance of any of the Company's obligations under this Agreement or any Reconstitution Agreement
and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or
relationships;
(ix) As a condition to the succession to the Company or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the
Company or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor
to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master Servicer, and
any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment,
(x) written notice to the Purchaser and any Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, all
information reasonably requested by the Purchaser or any Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is obligated to provide
pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the
filing of any distribution report on Form 10-D in respect of any Securitization Transaction that
includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such
Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide
to the party responsible for filing such report (including, if applicable, the Master Servicer) notice
of the occurrence of any of the following events along with all information, data, and materials related
thereto as may be required to be included in the related distribution report on Form 10-D (as specified
in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding any pool asset changes (such as additions,
substitutions or repurchases) and any material changes in origination, underwriting or other
criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) Upon request, the Company shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any certification or statement, copies or
other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial
information and reports, and such other information related to the Company or any Subservicer or the
Company or such Subservicer's performance hereunder.
In connection with clause (x)(C) above, the Purchaser shall inform the Company of any
additions, substitutions or repurchases of Mortgage Loans included in a Securitization Transaction
originated or serviced by the Company, promptly upon the occurrence of any such event.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the
applicable Item of Regulation AB as cited above, the text of Regulation AB, its adopting release and
other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the
following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person
(including, but not limited to, any Master Servicer, if applicable) responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as
underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act);
and the respective present and former directors, officers, employees, agents and affiliates of each of
the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless
from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or
based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, accountants' letter or other material provided under this Section
11.18 by or on behalf of the Company, or provided under this Section 11.18 by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (B)
the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely by reference to the Company Information and not
to any other information communicated in connection with a sale or purchase of securities, without
regard to whether the Company Information or any portion thereof is presented together with or
separately from such other information;
(ii) any failure by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator to deliver any information, report, certification, accountants' letter or other material when
and as required under this Section 11.18, including any failure by the Company to identify pursuant to
Section 11.19 any Subcontractor "participating in the servicing function" within the meaning of Item
1122 of Regulation AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in
a writing furnished pursuant to Section 3.01(q) and made as of a date prior to the closing date of the
related Pass-Through Transfer, to the extent that such breach is not cured by such closing date, or any
breach by the Company of a representation or warranty in a writing furnished pursuant to Section 3.01(q)
to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Company in connection with its
performance under this Section 11.18.
If the indemnification provided for herein is unavailable or insufficient to hold
harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or
payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by
such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly
reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs
reasonably incurred by each such party in order to obtain the information, report, certification,
accountants' letter or other material not delivered as required by the Company, any Subservicer, any
Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any
party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with
respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.
18. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.19:
Section 11.19. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution
Agreement unless the Company complies with the provisions of paragraph (b) of this Section. The Company
shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the
obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the
Company complies with the provisions of paragraph (d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and
with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this Agreement to the same extent as if such
Subservicer were the Company, and to provide the information required with respect to such Subservicer
under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser and any Depositor any Annual Statement of Compliance
required to be delivered by such Subservicer under Section 6.04(a), any Assessment of Compliance and
Attestation Report required to be delivered by such Subservicer under Section 6.07 and any Annual
Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser and any Depositor (or
any designee of the Depositor, such as an administrator) a written description (in form and substance
satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor
utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii)
which (if any) of such Subcontractors are "participating in the servicing function" within the meaning
of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this
paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any
such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 6.07 and 11.18 of this Agreement to the same extent
as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and
Attestation Report and the other certificates required to be delivered by such Subservicer and such
Subcontractor under Section 6.07, in each case as and when required to be delivered.
19. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.20:
Section 11.20. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party
beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct
party to this Agreement.
20. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its
entirety and replacing it with the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
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 file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
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 service 4 Max length of 6 6
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 Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
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 that MM/DD/YYYY 10
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 applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
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 by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status of a 15=Bankruptcy,
particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
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 loss, 2 No commas(,) or dollar signs 11
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. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
21. The Agreement is hereby amended as of the date hereof by adding the following new
Exhibit F:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
XXXX_XXXXXXX Xxxxxx Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: 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 code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
22. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit K:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service to a securitization documents;
(ii) service on a "Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO
Property), (iii) make compensating interest payments on payoffs and curtailments and (iv) remit and
report to a Master Servicer in format acceptable to such Master Servicer by the 10th calendar day of
each month.
o The Company shall provide an acceptable annual certification (officer's certificate)
to the Master Servicer (as required by the Xxxxxxxx-Xxxxx Act of 2002) as well as any other annual
certifications required under the securitization documents (i.e. the annual statement as to
compliance/annual independent certified public accountants' servicing report due by March 1 of each
year).
o The Company shall allow for the Purchaser, the Master Servicer or their designee to
perform a review of audited financials and net worth of the Company.
o The Company shall provide a Uniform Single Attestation Program certificate and
Management Assertion as requested by the Master Servicer or the Purchaser.
o The Company shall provide information on each Custodial Account as requested by the
Master Servicer or the Purchaser, and each Custodial Accounts shall comply with the requirements for such
accounts as set forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the requirements of
the Master Servicer.
23. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the
"Company"), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon
this certification, that:
I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in the light of the circumstances under which such statements were
made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review conducted in preparing
the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the
Servicing Assessment and Attestation Report required to be provided by the Company and by any
Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has
been disclosed in such reports.
24. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit M and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events
of default in accordance with the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures
are instituted to monitor the third party's performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage
loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the
servicing function throughout the reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and
related bank clearing accounts no more than two business days following receipt, or such other number of
days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by
authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any
interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established
as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth
in the transaction agreements. For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means a foreign financial institution that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank
accounts, including custodial accounts and related bank clearing accounts. These reconciliations are
(A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date,
or such other number of days specified in the transaction agreements; (C) reviewed and approved by
someone other than the person who prepared the reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in
accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree
with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage
loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution
priority and other terms set forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer's
investor records, or such other number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other
form of payment, or custodial bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in
accordance with any conditions or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage
loan documents are posted to the Servicer's obligor records maintained no more than two business days
after receipt, or such other number of days specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's records with
respect to an obligor's unpaid principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan
modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with
the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu
of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is
delinquent in accordance with the transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction agreements, and describe the entity's
activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and
payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are
computed based on the related mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
other number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before
the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the Servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor
are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to
the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor's
records maintained by the Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance
with the transaction agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item
1115 of Regulation AB, is maintained as set forth in the transaction agreements.
25. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit N and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or
purchased by the Company and which are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for
prior securitized pools of the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the
Mortgage Loans, provide the static pool information by vintage origination years regarding loans
originated or purchased by the Company, instead of by prior securitized pool. A vintage origination year
represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company
has been originating or purchasing (in the case of data by vintage origination year) or securitizing (in
the case of data by prior securitized pools) such mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as
applicable, shall be presented in monthly increments over the life of the mortgage loans included in the
vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or
vintage origination years, as applicable and material, including: number of pool assets, original pool
balance, weighted average initial loan balance, weighted average mortgage rate, weighted average and
minimum and maximum FICO, product type, loan purpose, weighted average and minimum and maximum LTV,
distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including
interim service, 20% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general
discussion of the Company's experience in servicing assets of any type as well as a more detailed
discussion of the Company's experience in, and procedures for the servicing function it will perform
under this Agreement and any Reconstitution Agreements; information regarding the size, composition and
growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and
information on factors related to the Company that may be material to any analysis of the servicing of
the Mortgage Loans or the related asset-backed securities, as applicable, including whether any default
or servicing related performance trigger has occurred as to any other securitization due to any act or
failure to act of the Company, whether any material noncompliance with applicable servicing criteria as
to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing
the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing
function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of
the type similar to the Mortgage Loans during the past three years;
-information regarding the Company's financial condition to the extent that there is a material
risk that the effect on one or more aspects of servicing resulting from such financial condition could
have a material impact on the performance of the securities issued in the Pass-Through Transfer, or on
servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage
Loans, and the Company's processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the
Mortgage Loans and the Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as
through liquidation of REO Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to
originate, 10% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated
originators that originated, or is expected to originate, 20% or more of the mortgage loans in any loan
group in the securitization issued in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged
in originating residential mortgage loans, which description must include a discussion of the Company's
experience in originating mortgage loans of the same type as the Mortgage Loans and information
regarding the size and composition of the Company's origination portfolio as well as information that
may be material to an analysis of the performance of the Mortgage Loans, such as the Company's
credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property,
including any proceedings known to be contemplated by governmental authorities, that may be material to
the holders of the securities issued in the Pass-Through Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each
Subservicer with the sponsor, depositor, issuing entity, trustee, any originator, any other servicer,
any significant obligor, enhancement or support provider or any other material parties related to the
Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding
entered into outside of the ordinary course of business or on terms other than those obtained in an
arm's length transaction with an unrelated third party, apart from the Pass-Through Transfer, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists
currently or has existed during the past two years, that may be material to the understanding of an
investor in the securities issued in the Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding
involving or relating to the Mortgage Loans or the Pass-Through Transfer, including the material terms
and approximate dollar amount involved, between the Company, each other originator of the Mortgage Loans
and each Subservicer, or their respective affiliates and the sponsor, depositor or issuing entity or
their respective affiliates, that exists currently or has existed during the past two years.
26. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all x
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the x
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance x
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of x
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank x
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required x
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by x
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are x
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in x
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the x
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's x
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, x
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the x
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans x
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow x
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance x
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be x
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction x
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are x
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
---------------------------------------------------------------------
----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
27. The Agreement is hereby amended as of the date hereof by adding the following new
Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate
line items. Claim packages are due on the remittance report date. Late submissions may result
in claims not being passed until the following month. The Servicer is responsible to remit all
funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 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. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved
Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and
Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
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
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 Type: REO Sale 3rd Party Sale Short Sale Charge
Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
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 (see page 2) ________________(5)
(6) Property Maintenance ________________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(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__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
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 / Gov't Insurance ________________ (18a)
HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
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Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
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28. Except as amended above, the Agreement shall continue to be in full force and effect
in accordance with its terms.
29. This Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts and of said counterparts taken together shall be deemed to constitute one and the
same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:____________________________
Name:__________________________
Title:_________________________
HOMEBANC MORTGAGE CORPORATION,
as Company
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT H-5
EMC MORTGAGE CORPORATION
Purchaser,
HSBC MORTGAGE CORPORATION (USA)
Company,
AMENDED AND RESTATED
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2005
(Fixed and Adjustable Rate Mortgage Loans)
TABLE OF CONTENTS
ARTICLE I
Section 1.01 Defined Terms.............................................................................2
ARTICLE II
Section 2.01 Agreement to Purchase....................................................................14
Section 2.02 Purchase Price...........................................................................15
Section 2.03 Servicing of Mortgage Loans..............................................................15
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files............15
Section 2.05 Books and Records........................................................................16
Section 2.06 Transfer of Mortgage Loans...............................................................17
Section 2.07 Delivery of Mortgage Loan Documents......................................................17
Section 2.08 Quality Control Procedures...............................................................19
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults..............................19
Section 2.10 Modification of Obligations..............................................................19
ARTICLE III
Section 3.01 Representations and Warranties of the Company............................................21
Section 3.02 Representations and Warranties as to Individual Mortgage Loans...........................24
Section 3.03 Repurchase; Substitution.................................................................33
Section 3.04 Representations and Warranties of the Purchaser..........................................35
ARTICLE IV
Section 4.01 Company to Act as Servicer...............................................................36
Section 4.02 Collection of Mortgage Loan Payments.....................................................39
Section 4.03 Realization Upon Defaulted Mortgage Loans................................................40
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts......................41
Section 4.05 Permitted Withdrawals from the Custodial Account.........................................42
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts............................43
Section 4.07 Permitted Withdrawals From Escrow Account................................................44
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder...............................................45
Section 4.09 Transfer of Accounts.....................................................................46
Section 4.10 Maintenance of Hazard Insurance..........................................................46
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy......................................47
Section 4.12 Fidelity Bond, Errors and Omissions Insurance............................................48
Section 4.13 Title, Management and Disposition of REO Property........................................48
Section 4.14 Notification of Maturity Date............................................................50
ARTICLE V
Section 5.01 Distributions............................................................................50
Section 5.02 Statements to the Purchaser..............................................................51
Section 5.03 Monthly Advances by the Company..........................................................53
Section 5.04 Liquidation Reports......................................................................53
ARTICLE VI
Section 6.01 Assumption Agreements....................................................................53
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files..................................54
Section 6.03 Servicing Compensation...................................................................55
Section 6.04 Annual Statement as to Compliance........................................................56
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report........................56
Section 6.06 Purchaser's Right to Examine Company Records.............................................56
ARTICLE VII
Section 7.01 Company Shall Provide Information as Reasonably Required.................................57
ARTICLE VIII
Section 8.01 Indemnification; Third Party Claims......................................................58
Section 8.02 Merger or Consolidation of the Company...................................................58
Section 8.03 Limitation on Liability of the Company and Others........................................59
Section 8.04 Company Not to Assign or Resign..........................................................59
Section 8.05 No Transfer of Servicing.................................................................59
ARTICLE IX
Section 9.01 Events of Default........................................................................61
Section 9.02 Waiver of Defaults.......................................................................62
ARTICLE X
Section 10.01 Termination.............................................................................62
Section 10.02 Termination without cause...............................................................63
ARTICLE XI
Section 11.01 Successor to the Company................................................................63
Section 11.02 Amendment...............................................................................64
Section 11.03 Recordation of Agreement................................................................65
Section 11.04 Governing Law...........................................................................65
Section 11.05 Notices.................................................................................65
Section 11.06 Severability of Provisions..............................................................66
Section 11.07 Exhibits................................................................................66
Section 11.08 General Interpretive Principles.........................................................66
Section 11.09 Reproduction of Documents...............................................................67
Section 11.10 Confidentiality of Information..........................................................67
Section 11.11 Recordation of Assignment of Mortgage...................................................67
Section 11.12 Assignment by Purchaser.................................................................68
Section 11.13 No Partnership..........................................................................68
Section 11.14 Execution: Successors and Assigns.......................................................68
Section 11.15 Entire Agreement........................................................................68
Section 11.16 No Solicitation.........................................................................68
Section 11.17 Closing.................................................................................69
Section 11.18 Cooperation of Company with Reconstitution..............................................70
Section 11.19 Monthly Reporting with Respect to a Reconstitution......................................
EXHIBITS
A Contents of Mortgage File
B Custodial Account Letter Agreement
C Escrow Account Letter Agreement
D Form of Assignment, Assumption and Recognition Agreement
E Form of Trial Balance
F [reserved]
G Request for Release of Documents and Receipt
H Company's Underwriting Guidelines
I Form of Term Sheet
J Reconstituted Mortgage Loan Reporting
This is an Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of
September 1, 2005, which amends and restates the Purchase, Warranties and Servicing Agreement,
originally dated May 1, 2002, each between EMC MORTGAGE CORPORATION, as Purchaser, with offices located
at Mac Xxxxxx Xxxxx XX, 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Purchaser") and
HSBC Mortgage Corporation (USA), with offices located at 0000 Xxxxxx Xxxxxx, Xxxxx, Xxx Xxxx 00000 (the
"Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has
heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing
retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security
instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the
Mortgage Loan Schedule, which is annexed to the related Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of
the Company with respect to itself and the Mortgage Loans and the management, servicing and control of
the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser
and the Company agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices (including collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, and which are in accordance with Xxxxxx Xxx servicing practices and procedures, for
MBS pool mortgages, as defined in the Xxxxxx Mae Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage
Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value thereof
as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of
the Mortgage Loan by an appraiser who met the minimum requirements of Xxxxxx Xxx and FHLMC, and (ii) the
purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged
Property is based solely upon the value determined by an appraisal made for the originator of such
Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who
met the minimum requirements of XXXXXX MAE and FHLMC. However in the case of a mortgage made on
property in New York State value will always be determined by the appraisal for determining any
requirement for primary mortgage insurance only.
Assignment: An individual 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 of record the sale or transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the
State of New York or (iii) a day on which banks in the State of New York are authorized or obligated by
law or executive order to be closed.
Buydown Agreement: An agreement between the Seller and a Mortgagor, or an agreement among the
Company, a Mortgagor and a seller of a Mortgaged Property or a third party with respect to a Mortgage
Loan which provides for the application of Buydown Funds.
Buydown Funds: In respect of any Buydown Mortgage Loan, any amount contributed by seller of a
Mortgaged Property subject to a Buydown Mortgage Loan, the buyer of such property, the Company or any
other source, plus interest earned thereon, in order to enable the Mortgagor to reduce the payments
required to be made from the mortgagor's fund in the early years of a Mortgage Loan.
Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement,
(i) the Mortgagor pays less than the full monthly payments specified in the Mortgage Note for a
specified period, and (ii) the difference between the payments required under such Buydown Agreement and
the Mortgage Note is provided from Buydown Funds.
Buydown Period: The period of time when a Buydown Agreement is in effect with respect to a
related Buydown Mortgage Loan.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: HSBC Mortgage Corporation (USA), their successors in interest and assigns, as
permitted by this Agreement.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be released to a Mortgagor in accordance with the terms of the related
Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which
relates to the Mortgage Loans.
Consumer Information: Information including, but not limited to, all personal information
about Mortgagors that is supplied to the Purchaser by or on behalf of the Company.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by the Mortgagor and relating to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a
residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.
Credit Score: The credit score of the Mortgagor provided by Fair, Xxxxx & Company, Inc. or such
other organization providing credit scores as per HSBC underwriting/program guidelines in affect at the
time of the origination of a Mortgage Loan.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as
determined by an appraisal made for the Company (by an appraiser who met the requirements of the Company
and Xxxxxx Mae) at the request of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance
Policy in accordance with federal, state and local laws and regulations or otherwise made at the request
of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current
Appraised Value of the Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to
Section 4.04 which shall be entitled "[_____________________], in trust for the [Purchaser], Owner of
Adjustable Rate Mortgage Loans" and shall be established in an Eligible Account, in the name of the
Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and
its successors and assigns, as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of 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, which is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of
the month preceding the month of such Remittance Date and ending on the first day of the month of the
Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts
created, maintained and monitored by the Company so that all funds deposited therein are fully insured,
or (ii) as a trust account with the corporate trust department of a depository institution or trust
company organized under the laws of the United States of America or any one of the states thereof or the
District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an
entity which is an institution whose deposits are insured by the FDIC, the unsecured and
uncollateralized long-term debt obligations of which shall be rated "A2" or higher by Standard & Poor's
and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating
Agency, and which is either (a) a federal savings association duly organized, validly existing and in
good standing under the federal banking laws, (b) an institution duly organized, validly existing and in
good standing under the applicable banking laws of any state, (c) a national banking association under
the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership
of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans
shall be fully protected against the claims of any creditors of the Company (or any sub-servicer) and of
any creditors or depositors of the institution in which such account is maintained or (v) in a separate
non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a
Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the
Company shall provide the Purchaser with written notice on the Business Day following the date on which
the applicable institution fails to meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of
the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial
Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt
ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which
were in excess of the outstanding principal balance of the existing mortgage loan as defined in the
HSBC underwriting manual in effect at the time of origination.
Escrow Account: Each separate trust account or accounts created and maintained pursuant to
Section 4.06 which shall be entitled "__________________, in trust for the [Purchaser], Owner of
Adjustable Rate Mortgage Loans, and various Mortgagors" and shall be established in an Eligible Account,
in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and
hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Xxxxxx Xxx: The Federal National Mortgage Association, or any successor thereto.
Xxxxxx Mae Guide(s): The Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide and all
amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the
month following the month in which the related Closing Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the
Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the
interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum
increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan that requires payment of interest for a period of
time specified on the related Mortgage Note during the interest-only period followed by full
amortization of the remaining balance for the remaining duration of the loan.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest
Rate over the term of such Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage
Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or
otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original
outstanding principal amount of the Mortgage Loan, to the lower of the Appraised Value or the Sales
Price of the Mortgaged Property. However, in the case of a mortgage made on property in New York State,
value will always be determined by the appraisal for determining any requirement for primary mortgage
insurance only.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set
forth in each related Mortgage Note which is added to the Index in order to determine the related
Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
MERS: Mortgage Electronic Registration System, Inc., a subsidiary of MERSCORP, Inc.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The electronic mortgage registration system maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Mortgage: A Mortgage Loan naming MERS as the original mortgagee on the mortgage security
instrument.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date
pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal (if applicable) and interest on a
Mortgage Loan which is payable by a Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage
Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are
specified in Exhibit A hereto and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy
as required by Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which
may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the
provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each
Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan
Schedule attached to the related Term Sheet, which Mortgage Loan includes without limitation the
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest
remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee
Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such
schedule setting forth the following information with respect to each Mortgage Loan in the related
Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or
an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(6) the original months to maturity of the Mortgage Loan;
(7) the remaining months to maturity from the related Cut-off Date, based on the original
amortization schedule and, if different, the maturity expressed in the same manner but based on the
actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with
respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date
immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any,
Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of
business on the related Cut-off Date, after deduction of payments of principal due on or before the
related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, equity take-out refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing
Date that any Monthly Payment has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(20) a code indicating whether or not the Mortgage Loan is the subject of a Primary
Mortgage Insurance Policy and the name of the related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the
conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid
principal balance of the Mortgage Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(24) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary
Mortgage Insurance Policy;
(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so,
the amount and term thereof;
(27) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(28) for any Mortgage Loan originated in the State of New Jersey prior to July 7, 2004,
whether such Mortgage Loan is a "Home Loan", "Covered Home Loan", "Manufactured Housing" or "Home
Improvement Loan" as defined in the New Jersey Home Ownership Security Act of 2002; and
(29) whether the Mortgage Loan has a mandatory arbitration clause;
(30) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
(31) MERS #, if applicable.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the
related Term Sheet shall set forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note,
consisting of a single parcel of real estate considered to be real estate under the laws of the state in
which such real property is located which may include condominium units and planned unit developments,
improved by a residential dwelling; except that with respect to real property located in jurisdictions
in which the use of leasehold estates for residential properties is a widely-accepted practice, a
leasehold estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
OCC: Office of the Comptroller of the Currency, its successors and assigns.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries 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, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in
connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but
rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, its successors and assigns.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease
in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the
related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any
depository institution or trust company incorporated under the laws of the United States of America
or any state thereof and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating and/or the
long-term unsecured debt obligations or deposits of such depository institution or trust company at
the time of such investment or contractual commitment providing for such investment are rated in
one of the two highest rating categories by each Rating Agency and (b) any other demand or time
deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with
respect to (a) any security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) described in clause
(ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof that
are rated in one of the two highest rating categories by each Rating Agency at the
time of such investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation will not be
Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as
Permitted Investments to exceed 10% of the aggregate outstanding principal balances of
all of the Mortgage Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) which are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each
Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities and which money
market funds are rated in one of the two highest rating categories by each Rating
Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal and interest with a yield to
maturity in excess of 120% of the yield to maturity at par or if such investment or security is
purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan
that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to
the excess of one month's interest at the applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate)
actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the
month in which such Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be
in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company
pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the
average rate in the Wall Street Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or
partial which is received in advance of its scheduled Due Date, excluding any prepayment penalty, and
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.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such
appraiser both satisfy the requirements of Title XI of FIRREA and the regulations promulgated thereunder
and the requirements of Xxxxxx Xxx, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in
which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided, approved as an insurer by Xxxxxx Mae
or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized
rating agencies issuing ratings with respect to such securities, if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which are not in
excess of the existing first mortgage, as outlined in the HSBC Underwriting Guidelines in effect at the
time of origination.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of
the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if
such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as
described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the
greater of 100% or the percentage of par as stated in the Confirmation multiplied by the Stated
Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such outstanding
principal balance at the Mortgage Loan Remittance Rate from the last date through which interest has
been paid and distributed to the Purchaser to the end of the month of repurchase,; less amounts received
or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial Account
for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the
Mortgagor to acquire the related Mortgaged Property, the amount paid by the related Mortgagor for such
Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of
its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration
and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
or any legal work or advice specifically related to servicing the Mortgage Loans, including but not
limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by
subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage
Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to
which such expenses relate and, upon Purchaser's request, provides documentation supporting such expense
(which documentation would be acceptable to Xxxxxx Xxx), and provided further that any such enforcement,
administrative or judicial proceeding does not arise out of a breach of any representation, warranty or
covenant of the Company hereunder), (c) the management and liquidation of the Mortgaged Property if the
Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments,
water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any expenses
reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in
accordance with the terms of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the outstanding 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 the Company, or as otherwise provided under
Section 4.05 and in accordance with the Xxxxxx Mae Guide(s). Any fee payable to the Company for
administrative services related to any REO Property as described in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company
consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser
and copies of the Mortgage Loan Documents listed in Exhibit A, the originals of which are delivered to
the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the
principal balance of such 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 Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the
servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which
shall be executed and delivered by the Company and the Purchaser to provide for the sale and servicing
pursuant to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto,
which supplemental agreement shall contain certain specific information relating to such sale of such
Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an
aggregate Stated Principal Balance on the related Cut-off Date set forth in the related Term Sheet in an
amount as set forth in the Confirmation, or in such other amount as agreed by the Purchaser and the
Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted by
the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall
deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to
be purchased on the related Closing Date to the Purchaser at least two (2) Business Days prior to the
related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and the related Term
Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the
Confirmation (subject to adjustment as provided therein), multiplied by the Stated Principal Balance, as
of the related Cut-off Date, of the Mortgage Loan listed on the related Mortgage Loan Schedule attached
to the related Term Sheet, after application of scheduled payments of principal due on or before the
related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company,
at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related
Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date
through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid
on the related Closing Date by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date,
(2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however,
that all scheduled payments of principal due on or before the related Cut-off Date and collected by the
Company or any successor servicer after the related Cut-off Date shall belong to the Company), and (3)
all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of
any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding
principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application
of payments of principal due on or before the related Cut-off Date whether or not collected, together
with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related
Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid
amounts shall be the property of the Purchaser. The Company shall deposit any such prepaid amounts into
the Custodial Account, which account is established for the benefit of the Purchaser for subsequent
remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby
agree to directly service the Mortgage Loans listed on the related Mortgage Loan Schedule attached to
the related Term Sheet subject to the terms of this Agreement and the related Term Sheet. The rights of
the Purchaser to receive payments with respect to the related Mortgage Loans shall be as set forth in
this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed
to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges
that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the
right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the
Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the
expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the
contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to
the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans.
The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a
custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including
the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits,
proceeds and obligations arising therefrom or in connection therewith, has been vested in the
Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds
received on or in connection with the Mortgage Loans and all records or documents with respect to the
Mortgage Loans prepared by or which come into the possession of the Company shall be received and held
by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any
portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company
shall release its custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as incidental to the Company's
servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with
respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall
not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other
financial statements as a sale of assets by the Company. The Company shall be responsible for
maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall
be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available
for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and regulations, and requirements
of Xxxxxx Xxx or FHLMC, as applicable, including but not limited to documentation as to the method used
in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as
amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium
project as required by Xxxxxx Mae or FHLMC, and periodic inspection reports as required by Section
4.13. To the extent that original documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for
inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser
retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that
regulate Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access,
during normal business hours, upon reasonable advance notice to Company and without charge to Company or
such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be
required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such
reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof.
For the purposes of this Agreement, the Company shall be under no obligation to deal with any person
with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage
Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of
the Company show such person as the owner of the Mortgage Loan. 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 a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart
of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the
form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The
Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall xxxx its books and records to reflect the ownership of the Mortgage Loans of such
assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to
the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.
The Company shall deliver and release to the Purchaser or its designee the Mortgage
Loan Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents
enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) (including those listed in (B)
relating to Co-op Loans) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its
designee no later than three (3) Business Days prior to the related Closing Date pursuant to a bailee
letter agreement. All other documents in Exhibit A hereto, together with all other documents executed
in connection with the Mortgage Loan that Company may have in its possession, shall be retained by the
Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan
Documents or the original policy of title insurance, including riders and endorsements thereto, on the
related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than
180 days from the related Closing Date, deliver such original documents, including original recorded
documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by
reason of the fact that such documents shall not have been returned by the appropriate recording
office). If delivery is not completed within 270 days solely due to delays in making such delivery by
reason of the fact that such documents shall not have been returned by the appropriate recording office,
the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter,
provided that if such documents are not delivered by the 360th day from the date of the related Closing
Date, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with
Section 3.03 hereof.
The Company shall pay all initial recording fees, if any, for the assignments of mortgage and
any other fees in connection with the transfer of all original documents to the Purchaser or its
designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign
the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for recording the
assignments of mortgage.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or
reduce the Company's obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the
Purchaser shall, or shall cause its designee to, give written specification of such defect to the
Company which may be given in the exception report or the certification delivered pursuant to this
Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage Loan in
accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance
with Section 4.01 or 6.01 within one week of their execution; provided, however, that the Company shall
provide the Purchaser, or its designee, with a certified true copy of any such document submitted for
recordation within one week of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public recording office to be a
true and complete copy of the original within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from
Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the written request of
the Company, within ten (10) Business Days, deliver to the Company, any requested documentation
previously delivered to Purchaser as part of the Mortgage File, provided that such documentation is
promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the
document, and provided that during the time that any such documentation is held by the Company, such
possession is in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and its
designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and
expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss,
damage, or misplacement of any documentation delivered to Company pursuant to this paragraph.
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees
that it will cause, at its own expense, the MERS® System to indicate that such Mortgage Loans have been
assigned by the Company to the Purchaser in accordance with this Agreement by including (or deleting, in
the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer
files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans.
The Company further agrees that it will not alter the information referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
Section 2.08 Quality Control Procedures.
The Company must have an internal quality control program that verifies, on a regular basis,
the existence and accuracy of the legal documents, credit documents, property appraisals, and
underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of
its loan production and servicing activities. The program is to ensure that the Mortgage Loans are
originated and serviced in accordance with prudent mortgage banking practices and accounting principles;
guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three
months after the related Closing Date, the Company shall remit to the Purchaser an amount equal to the
excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal
Prepayment in full. Such remittance shall be made by the Company to Purchaser no later than the third
Business Day following receipt of such Principal Prepayment by the Company.
In the event the first scheduled Monthly Payment which is due under any Mortgage Loan after
the related Cut-off Date is not made during the month in which such Monthly Payment is due, then not
later than five (5) Business Days after notice to the Company by Purchaser (and at Purchaser's sole
option), the Company, shall repurchase such Mortgage Loan from the Purchaser pursuant to the repurchase
provisions contained in this Subsection 3.03.
Section 2.10 Modification of Obligations. Purchaser may, without any notice to Company,
extend, compromise, renew, release, change, modify, adjust or alter, by operation of law or otherwise,
any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without
releasing or otherwise affecting the obligations of Company under this Agreement, or with respect to
such Mortgage Loan, except to the extent Purchaser's extension, compromise, release, change,
modification, adjustment, or alteration affects Company's ability to collect the Mortgage Loan or
realize on the security of the Mortgage, but then only to the extent such action has such effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.
The Company represents, warrants and covenants to the Purchaser that, as of the related Closing
Date or as of such date specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all licenses necessary to carry out its business as now
being conducted, and is licensed and qualified to transact business in and is in good standing under the
laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable
law from such licensing or qualification or is otherwise not required under applicable law to effect
such licensing or qualification and no demand for such licensing or qualification has been made upon
such Company by any such state, and in any event such Company is in compliance with the laws of any such
state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of
the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey
each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into
and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct
its business as presently conducted, has duly authorized the execution, delivery and performance of this
Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and
delivered this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this
Agreement and the related Term Sheet and each Assignment to the Purchaser and any agreements
contemplated hereby, constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, and all requisite corporate action has been taken by the
Company to make this Agreement and the related Term Sheet and all agreements contemplated hereby valid
and binding upon the Company in accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the
origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the
Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance
with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the
terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or
result in a material breach of any of the terms, conditions or provisions of any legal restriction or
any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a
default or result in an acceleration under any of the foregoing, or result in the material violation of
any law, rule, regulation, order, judgment or decree to which the Company or its properties are subject,
or impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or, to the best of
Company's knowledge, threatened, or any order or decree outstanding, with respect to the Company which,
either in any one instance or in the aggregate, is reasonably likely to have a material adverse effect
on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this
Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Company of or compliance by the Company
with this Agreement or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the
Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this Agreement
or the related Term Sheet, except for consents, approvals, authorizations and orders which have been
obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term
Sheet is in the ordinary course of business of the Company and Company, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the
related Term Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or
servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with
applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and
prudent in the mortgage origination and servicing business. Each Mortgage Loan has been serviced in all
material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that
the Company, on behalf of an investor, is entitled to collect, all such payments are in the possession
of, or under the control of, the Company, and there exist no deficiencies in connection therewith for
which customary arrangements for repayment thereof have not been made. All escrow payments have been
collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed
item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or
other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the
related Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less
desirable or valuable than other comparable mortgage loans in the Company's portfolio at the related
Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for
reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Xxxxxx Mae,
FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such
mortgage loans. The Company is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service
mortgage loans for Xxxxxx Xxx and FHLMC and no event has occurred which would make Company unable to
comply with eligibility requirements or which would require notification to either Xxxxxx Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it
cannot perform each and every covenant contained in this Agreement or the related Term Sheet. The
Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent.
The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the
Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf
of, Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions
contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading
in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing Fee shall be treated by the
Company, for accounting and tax purposes, as compensation for the servicing and administration of the
Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received by
Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet
constitutes fair consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years. All such financial information fairly presents the pertinent results of
operations and financial position for the period identified and has been prepared in accordance with
GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the business, operations, financial condition, properties or assets of the
Company since the date of the Company's financial information that would have a material adverse effect
on its ability to perform its obligations under this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person
that may be entitled to any commission or compensation in connection with the sale of the Mortgage
Loans; and
(p) At the time any Mortgage Loan is registered by the Company with MERS, the Company will
be a member of MERS in good standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such
Mortgage Loans are registered with MERS.
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the
percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the related Cut-off
Date, based on the outstanding Stated Principal Balances of the Mortgage Loans as of the related Cut-off
Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off Date,
whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the
percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as
described in the preceding sentence). The Company hereby represents and warrants to the Purchaser, as to
each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term
Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first
priority ownership interest in an estate in fee simple in real property securing the related Mortgage
Note subject to principles of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made
as of the related Closing Date; the Mortgage Loan has not been dishonored; there are no material
defaults under the terms of the Mortgage Loan; the Company has not advanced its own 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 Loan. As of the related Closing Date, all of the Mortgage Loans will have an actual interest
paid to date of their related Cut-off Date(or later) and will be due for the scheduled monthly payment
next succeeding the Cut-off Date (or later), as evidenced by a posting to Company's servicing collection
system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the
related Closing Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any
payment due thereunder was not paid by the Mortgagor in the month such payment was due;
(d) There are no defaults by Company in complying with the terms of the Mortgage, and all
taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing have been paid, or escrow funds have been
established in an amount sufficient to pay for every such escrowed item which remains unpaid and which
has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or
modified in any respect, except by written instruments which have been recorded to the extent any such
recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of
waiver, alteration or modification has been executed except in connection with a modification agreement
and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement and which assumption agreement is part
of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the
substance of any such waiver, alteration or modification has been approved by the issuer of any related
Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related
policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off,
counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render
the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto; and as of the related Closing
Date the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are
insured by an insurer acceptable under the Xxxxxx Xxx or FHLMC Guides, against loss by fire, hazards of
extended coverage and such other hazards as are provided for in the Xxxxxx Mae or FHLMC Guide, as well
as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard
policies are in full force and effect and contain a standard mortgagee clause naming the Company and its
successors in interest and assigns as loss payee and such clause is still in effect and all premiums due
thereon have been paid. If required by the Flood Disaster Protection Act of 1973, as amended, the
Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines
of the Federal Insurance Administration which policy conforms to Xxxxxx Xxx or FHLMC requirements, as
well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued
by an insurer acceptable under Xxxxxx Mae or FHLMC guidelines. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's
cost and expense and to seek reimbursement therefor from the Mortgagor. Neither the Company (nor any
prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or
omission which has impaired or would impair the coverage of any such policy, the benefits of the
endorsement provided for herein, or the validity and binding effect of either;
(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local,
state and federal laws, regulations and other requirements including, without limitation, usury, equal
credit opportunity, real estate settlement procedures, the Federal Truth-In-Lending Act, disclosure laws
and all applicable predatory and abusive lending laws and consummation of the transactions contemplated
hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will
not involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a)
Mortgage Loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the
regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as
amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as a
"high cost", "threshold", "predatory" "high risk home loan" or "covered" loan (or a similarly classified
loan using different terminology under a law imposing additional legal liability for mortgage loans
having high interest rates, points and or/fees) under any other state, federal or local law including,
but not limited to, the States of Georgia, New York, North Carolina, Arkansas, Kentucky or New Mexico,
or (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the "Act"), unless
such Mortgage Loan is a (1) "Home Loan" as defined in the Act that is a first lien Mortgage Loan, which
is not a "High Cost Home Loan" as defined in the Act or (2) "Covered Home Loan" as defined in the Act
that is a first lien purchase money Mortgage Loan, which is not a High Cost Home Loan under the Act. In
addition to and notwithstanding anything to the contrary herein, no Mortgage Loan for which the
Mortgaged Property is located in New Jersey is a Home Loan as defined in the Act that was made,
arranged, or assigned by a person selling either a manufactured home or home improvements to the
Mortgaged Property or was made by an originator to whom the Mortgagor was referred by any such seller.
Each Mortgage Loan is being (and has been) serviced in accordance with Accepted Servicing Practices and
applicable state and federal laws, including, without limitation, the Federal Truth-In-Lending Act and
other consumer protection laws, real estate settlement procedures, usury, equal credit opportunity and
disclosure laws. Company shall maintain in its possession, available for the Purchaser's inspection, as
appropriate, and shall deliver to the Purchaser or its designee upon demand, evidence of compliance with
all such requirements;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or
rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or
in part nor has any instrument been executed that would effect any such release, cancellation,
subordination or rescission. The Company has not waived the performance by the Mortgagor of any action,
if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor
has the Company waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the
Mortgaged Property, including all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and
all additions, alterations and replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors. The Mortgage and the Mortgage Note
do not contain any evidence of any security interest or other interest or right thereto. Such lien is
free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the
Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not
yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording which are acceptable to mortgage lending
institutions generally and either (A) which are referred to in the lender's title insurance policy
delivered to the originator or otherwise considered in the appraisal made for the originator of the
Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the
Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are
commonly subject which do not individually or in the aggregate materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of
the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related
to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting,
enforceable and perfected first lien and first priority security interest on the property described
therein, and the Company has the full right to sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its
terms subject to principles of equity, bankruptcy, insolvency and other laws of general application
affecting the rights of creditors, and the Company has taken all action necessary to transfer such
rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage. The Mortgage Loan Documents are on forms acceptable to Xxxxxx Xxx and FHLMC. The Mortgage
Note and the Mortgage have been duly and properly executed by such parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on
the part of Company or the Mortgagor, or on the part of any other party involved in the origination or
servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder, and any and all requirements as to completion of any
on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied
with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of
the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under
the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the Purchaser, the Company will
retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the
Purchaser's designee in trust only for the purpose of servicing and supervising the servicing of the
Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any
person other than Purchaser, and the Company had good and marketable title to and was the sole owner
thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and
authority subject to no interest or participation of, or agreement with, any other party, to sell and
assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the
Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan
as set forth in this Agreement. After the related Closing Date, the Company will not have any right to
modify or alter the terms of the sale of the Mortgage Loan and the Company will not have any obligation
or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as provided in this
Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other
generally acceptable form of policy or insurance acceptable to Xxxxxx Xxx or FHLMC (including adjustable
rate endorsements), issued by a title insurer acceptable to Xxxxxx Mae or FHLMC and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and against
any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of
the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Where required
by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such
lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the
Purchaser or the assignment to the Purchaser of the Company's interest therein does not require the
consent of or notification to the insurer and such lender's title insurance policy is in full force and
effect and will be in full force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title insurance policy, and no prior
holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has done, by act
or omission, anything which would impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach, violation or event
permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to or equal to the lien of the related
Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the
appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and
no improvements on adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above and all improvements on
the property comply with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with,
the Company's underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at
an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly
Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage
contains the usual and enforceable provisions of the Company at the time of origination for the
acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged
Property is sold without the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the
Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there
currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The
Company has not received notification that any such proceedings are scheduled to commence at a future
date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a
deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or
other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if
required under applicable law to act as such, has been properly designated and currently so serves and
is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will
become payable by the Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to
the final approval of the mortgage loan application by a Qualified Appraiser who had no interest, direct
or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and
appraiser both satisfy the requirements of Xxxxxx Xxx or FHLMC and Title XI of the Federal Institutions
Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in
effect on the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Xxxxxx
Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were)
(A) in compliance with any and all applicable licensing requirements of the laws of the state wherein
the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified
to do business in such state, or (3) federal savings and loan associations or national banks or a
Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business
in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien
of the corresponding Mortgage and the security interest of any applicable security agreement or chattel
mortgage referred to above and such collateral does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials
required by applicable law with respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain "graduated payment" features. Unless otherwise
indicated on the related Mortgage Loan Schedule, no Mortgage Loan is subject to a buydown agreement or
contains any buydown provision. With respect to any temporary Buydown Mortgage Loan, the maximum CLTV
is ninety-five percent (95%); the maximum rate discount is three percent (3%), the maximum Buydown
Period is three (3) years; the maximum increase is one percent (1%) per year; with respect to LTV that
is 80.01% and above, the debt-to-income ratio and payment shock are calculated at the second year
Mortgage Interest Rate; with respect to LTV 80.00% and below, debt-to-income ratio and payment shock are
calculated at the first year Mortgage Interest Rate. With respect to each Mortgage Loan that is a
Buydown Mortgage Loan, (i) on or before the date of origination of such Mortgage Loan, the Company and
the Mortgagor, or the Company, the Mortgagor and the seller of the Mortgaged Property or a third party
entered into a Buydown Agreement. The Buydown Agreement provides that the seller of the Mortgaged
Property (or third party) shall deliver to the Company temporary Buydown Funds in an amount equal to the
aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage
Loan is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is
equal to the full scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown Funds
enable the Mortgagor to qualify for the Buydown Mortgage Loan. The effective interest rate of a Buydown
Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will increase within
the Buydown Period as provided in the related Buydown Agreement so that the effective interest rate will
be equal to the interest rate as set forth in the related Mortgage Note. The Buydown Mortgage Loan
satisfies the requirements of Xxxxxx Xxx guidelines; (ii) The Mortgage and Mortgage Note reflect the
permanent payment terms rather than the payment terms of the Buydown Agreement. The Buydown Agreement
provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that
the Buydown Funds are available. The Buydown Funds were not used to reduce the original principal
balance of the Mortgage Loan or to increase the Appraised Value of the Mortgage Property when
calculating the Loan-to-Value Ratios for purposes of the Agreement and, if the Buydown Funds were
provided by the Seller and if required under Xxxxxx Mae and FHLMC guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged Property; (iii) The Buydown Funds may not be
refunded to the Mortgagor unless the Mortgagor makes a principal payment for the outstanding balance of
the Mortgage Loan; (iv) As of the date of origination of the Mortgage Loan, the provisions of the
related Buydown Agreement complied with the requirements of Xxxxxx Xxx and FHLMC regarding buydown
agreements.
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has
no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property,
the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to
regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Principal payments on the Mortgage Loan, other than the Interest Only Mortgage Loan,
shall commence (with respect to any newly originated Mortgage Loans) or commenced no more than sixty
(60) days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at
the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable on the
first day of each month in Monthly Payments, which, (A) in the case of a fixed rate Mortgage Loan, are
sufficient to fully amortize the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate, (B) in the case of an adjustable rate Mortgage Loan,
other than the Interest Only Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and (C) in the case of a Balloon Loan, are based on a
fifteen (15) or thirty (30) year amortization schedule, as set forth in the related Mortgage Note, and a
final monthly payment substantially greater than the preceding monthly payment which is sufficient to
amortize the remaining principal balance of the Balloon Loan and to pay interest at the related Mortgage
Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related
Confirmation and the Mortgage Loan Schedule. The Mortgage Note does not permit negative amortization,
unless otherwise noted on the related Mortgage Loan Schedule. No Mortgage Loan is a convertible
Mortgage Loan; (D) in the case of an Interest Only Mortgage Loan, the monthly payments on each Interest
Only Mortgage Loan during the related interest only period is equal to the product of the related
Mortgage Interest Rate and the principal balance of such Mortgage Loan on the first day of each month
and after such interest only period, except with respect to Interest Only Mortgage Loan that are
adjustable rate Mortgage Loans, such Mortgage Loan is payable in equal monthly installments of principal
and interest;
(bb) If such Mortgage Loan is a Co-op Loan, the security instruments create a valid,
enforceable and subsisting first priority security interest in the related cooperative shares securing
the related cooperative note, subject only to (x) the lien of the related cooperative for unpaid
assessments representing the Mortgagor's pro rata share of payments for a blanket mortgage, if any,
current and future real property taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (y) other matters to which like collateral is commonly
subject and which do not materially interfere with the benefits of the security intended to be provided;
provided, however, that the related proprietary lease for the cooperative apartment may be subordinated
or otherwise subject to the lien of a mortgage on the cooperative building;
(cc) (INTENTIONALLY LEFT BLANK)
(dd) (INTENTIONALLY LEFT BLANK)
(ee) (INTENTIONALLY LEFT BLANK)
(ff) (INTENTIONALLY LEFT BLANK)
(gg) (INTENTIONALLY LEFT BLANK)
(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess
of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged
Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the
purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as
to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage
Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance Policy have been and are
being complied with, such policy is in full force and effect, and all premiums due thereunder have been
paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser. No
action, inaction, or event has occurred and no state of facts exists that has, or will result in the
exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage
Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy,
subject to state and federal law, and to pay all premiums and charges in connection therewith. No action
has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will result
in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy
(including, without limitation, any exclusions, denials or defenses which would limit or reduce the
availability of the timely payment of the full amount of the loss otherwise due thereunder to the
insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of the
Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for
the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance
premium. None of the Mortgage Loans are subject to "lender-paid" mortgage insurance;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of
the jurisdiction in which the Mortgaged Property is located;
(jj) Unless specified on the related Mortgage Loan Schedule, none of the Mortgage Loans are
secured by an interest in a leasehold estate. The Mortgaged Property is located in the state identified
in the related Mortgage Loan Schedule and consists of a single parcel of real property with a detached
single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an
individual condominium unit in a condominium project, or an individual unit in a planned unit
development or a de minimis planned unit development, provided, however, that no residence or dwelling
is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or a
mobile home. Any condominium unit or planned unit development conforms with the Company's underwriting
guidelines. As of the date of origination, no portion of any Mortgaged Property was used for commercial
purposes, and since the Origination Date, no portion of any Mortgaged Property has been, or currently
is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds
were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of
each month in monthly installments of principal (if applicable) and interest, which installments are
subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the
stated maturity date, over an original term of not more than thirty years from commencement of
amortization;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully
occupied under applicable law, and all inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in
which compliance with any environmental law, rule or regulation is an issue; Company has no knowledge of
any violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and
the Company has not received any notice of any environmental hazard on the Mortgaged Property and
nothing further remains to be done to satisfy in full all requirements of each such law, rule or
regulation constituting a prerequisite to use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any
relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to
facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) [Reserved];
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty
for a term in excess of five years from the date such Mortgage Loan was originated;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance
of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is
only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan
were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding
sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a
reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on
the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to sections 203 and 211 of the National Housing Act, a savings and loan
association, a savings bank, a commercial bank, credit union, insurance company or similar institution
which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged
Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments
and adjustments of the outstanding principal balance are enforceable, all such adjustments have
been properly made, including the mailing of required notices, and such adjustments do not and will
not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed
its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine
whether all interest rate adjustments have been made in accordance with the terms of the Mortgage
Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required
pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each
Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its
designee, or its assignee;
(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before
March 7, 2003, which is secured by property located in the State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single premium credit insurance
policies;
(zz) [Reserved];
(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan
employs objective mathematical principles which relate the borrower's income, assets and liabilities to
the proposed payment and such underwriting methodology does not rely on the extent of the borrower's
equity in the collateral as the principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination (application/approval) the borrower
had a reasonable ability to make timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a
premium upon a prepayment prior to maturity: (i) prior to the loan's origination, the borrower agreed to
such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction,
(ii) prior to the loan's origination, the borrower was offered the option of obtaining a mortgage loan
that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the
borrower in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding
any state or federal law to the contrary, the Servicer shall not impose such prepayment premium in any
instance when the mortgage debt is accelerated as the result of the borrower's default in making the
loan payments;
(ccc) No borrower was required to purchase any credit life, disability, accident or health
insurance product as a condition of obtaining the extension of credit. No borrower obtained a prepaid
single-premium credit life, disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to purchase single
premium credit insurance policies as part of the origination of, or as a condition to closing, such
Mortgage Loan;
(ddd) [Reserved],
(eee) Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the
Illinois Interest Act, if applicable;
(fff) With respect to any Mortgage Loan originated on or after August 1, 2004 and underlying
the security, neither the related Mortgage nor the related Mortgage Note requires the borrower to submit
to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan
transaction;
(ggg) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts
with a loan application date on or after November 7, 2004 that refinances a mortgage loan that is less
than sixty (60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the
requirements set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR 53.04(1)(b), or (iii)
meets the requirements set forth in the 209 CMR 53.04(1)(c);
(hhh) For any Mortgage Loan with the related Mortgaged Property located in State of Texas
which is a second lien and the interest rate is in excess of 10% and where terms of the Mortgage Note
contain a provision for which the Mortgagor may be entitled to prepaid interest upon payoff, no
Mortgagor paid any administrative fees, points, or loan origination fees which would actually result in
any prepaid interest being due the Mortgagor under the terms of the Mortgage Note;
(iii) The Company has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001 (collectively, the Anti-Money
Laundering Laws"). The Company has established an anti-money laundering compliance program as required
by the Anti-Money Laundering Laws and has conducted the requisite due diligence in connection with the
origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws. The Company
further represents that it takes reasonable efforts to determine whether any Mortgagor appears on any
list of blocked or prohibited parties designated by the U.S. Department of Treasury; and
(jjj) If the Mortgage Loan is secured by a long-term residential lease, (1) the terms of such
lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the
lessor's consent (or the lessor's consent has been obtained) and the acquisition by the holder of the
Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protection (2) the terms of such lease do not (a)
allow the termination thereof upon the lessee's default without the holder of the Mortgage being
entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination
of a lease in the event of damage or destruction as long as the Mortgage is in existence or (c) prohibit
the holder of the Mortgage from being insured under the hazard insurance policy relating to the
Mortgaged Property (3) the original term of such lease is not less than 15 years (4) the term of such
lease does not terminate earlier than 5 years after the maturity date of the Note and (5) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates for residential properties
is a widely-accepted practice.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the
Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of
examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of
any of the foregoing representations and warranties which materially and adversely affects the value of
the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other. The Company shall have a period of sixty (60)
days from the earlier of its discovery or its receipt of notice of any such breach within which to
correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not
corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not
later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such
Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole
option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve
any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60)
days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans
shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such
repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the
amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the
Company may, with the Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days
from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and
substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such
defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of
the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the
removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan
therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to
the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute
Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon
during such month shall be the property of the Purchaser and accrued interest for such month on the
Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such
month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on
the Due Date in the month of substitution shall be the property of the Company and the principal payment
on the Mortgage Loan for which the substitution is made due on such date shall be the property of the
Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage
Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance
(after application of the principal portion of all scheduled payments due in the month of substitution)
of all the substitute Mortgage Loans in the month of substitution is less then the aggregate Stated
Principal Balance (after application of the principal portion of the scheduled payment due in the month
of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such
deficiencies described in the preceding sentence for any Remittance Date shall be deposited into the
Custodial Account by the Company on the related Determination Date in the month following the calendar
month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03
to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to
Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties. If the Company fails to repurchase or substitute for a defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to
Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser
pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled
to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph
shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections
10.01 and 11.01.
Any cause of action against the Company relating to or arising out of the breach of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon
(i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the
Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision
of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is
imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start
up day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of
Counsel to the effect that such substitution will not (i) result in the imposition of taxes on
"prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject
the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS
Mortgage Loan, the Company shall either (a) cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to the Company and shall cause such
Mortgage to be removed from registration on the MERS® System in accordance with MERS' rules and
regulations or (b) cause MERS to designate on the MERS® System the Company as the beneficial holder of
such Mortgage Loan.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related
Closing Date or as of such date specifically provided herein:
(a) The Purchaser is a corporation, dully organized validly existing and in good standing
under the laws of the State of Delaware and is qualified to transact business in, is in good standing
under the laws of, and possesses all licenses necessary for the conduct of its business in, each state
in which any Mortgaged Property is located or is otherwise except or not required under applicable law
to effect such qualification or license;
(b) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase
each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and
perform, and to enter into and consummate all transactions contemplated by this Agreement and the
related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and
delivered this Agreement and the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the
purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet
will conflict with any of the terms, conditions or provisions of the Purchaser's charter or by-laws or
materially conflict with or result in a material breach of any of the terms, conditions or provisions of
any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which
it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result
in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser
or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's knowledge, threatened
with respect to the Purchaser which is reasonably likely to have a material adverse effect on the
purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and
the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial
condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement and the related Term Sheet except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related
Term Sheet is in the ordinary course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a
purchase for reporting, tax and accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that
it cannot perform each and every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations
and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the
Purchaser set forth in this Section 3.04 to indemnify the Company as provided herein constitute the sole
remedies of the Company respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer.
The Company, as independent contract servicer, shall service and administer the Mortgage Loans
in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, 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 which the Company may deem necessary or desirable and
consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing
Practices and exercise the same care that it customarily employs for its own account. Except as set
forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in
strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option),
which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance
of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the
maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of
Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title,
management and disposition of REO Property, permitted withdrawals with respect to REO Property,
liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of
Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and
facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing
provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the
Xxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be
binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any
manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided,
however, that unless the Company has obtained the prior written consent of the Purchaser, the Company
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce
or increase the outstanding principal balance (except for actual payments of principal) or change the
final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed
to in writing by the Purchaser and which permits the deferral of interest or principal payments on any
Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any
month in which any such principal or interest payment has been deferred, deposit in the Custodial
Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's
principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance
of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to
reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05.
Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized
and empowered, to prepare, execute and deliver, 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 Properties. Notwithstanding anything herein to the contrary, the
Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage
Loan which term exceeds 12 months in duration. Any such agreement shall be approved by Purchaser and,
if required, by the Primary Mortgage Insurance Policy insurer, if required. Any other loss mitigation or
workout alternatives, such as short sales or deeds in lieu of foreclosure, shall be subject to the
approval of the Purchaser and the Primary Mortgage Insurance Policy insurer if applicable.
Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes
subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit
any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b)
shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in
the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or
amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii)
cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through
Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an
Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such
action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the
Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event
could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will
receive a fee or other compensation for services nor permit a REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments"
as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing
Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time
period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given
consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent
within five (5) Business Days from the date Purchaser receives a second written request for consent for
such matter from Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that
the Subservicer is an entity that engages in the business of servicing loans, and in either case shall
be authorized to transact business, and licensed to service mortgage loans, in the state or states where
the related Mortgaged Properties it is to service are situated, if and to the extent required by
applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good
standing, and no event has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or
for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae
or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a
foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such
qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under
the related Subservicing Agreement. The Company may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but
the use by the Company of the Subservicer shall not release the Company from any of its obligations
hereunder and the Company shall remain responsible hereunder for all acts and omissions of the
Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all
fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the
Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any
Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial
Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer
and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the
requirements in the preceding paragraph, provided, however, that nothing contained herein shall be
deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related
Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser,
the Company shall at its own cost and expense terminate the rights and responsibilities of the
Subservicer effective as of the date of termination of the Company. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer
from the Company's own funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements
between the Company and the Subservicer or any reference herein to actions taken through the Subservicer
or otherwise, the Company shall not be relieved of its obligations to the Purchaser and shall be
obligated to the same extent and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the
Subservicer for indemnification of the Company by the Subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold
Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to
perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage
Loans involving the Subservicer shall be deemed to be between the Subservicer and Company alone, and the
Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no
obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of
distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to
have received a payment on a Mortgage Loan when the Subservicer has received such payment.
The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to
the Xxxxxx Xxx Selling Guide and that for each Mortgage Loan, the Company agrees it shall report one of
the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed, or charged-off.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to
this Agreement, the Company will proceed diligently to collect all payments due under each Mortgage Loan
when the same shall become due and payable and shall, to the extent such procedures shall be consistent
with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary
Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage
loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take
special care in ascertaining and estimating annual escrow payments, and all other charges that, as
provided in the Mortgage, will become due and payable, so that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted Mortgage
The Company shall use its best efforts, consistent with the procedures that the Company would
use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary
Mortgage Insurance Policies and the best interest of Purchaser, 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 pursuant to Section 4.01. . Loan shall be demanded within 90 days of default for
Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent
payments, subject to state and federal law and regulation. Foreclosure or comparable proceedings shall
be initiated within one hundred twenty (120) days of default for Mortgaged Properties for which no
satisfactory arrangements can be made for collection of delinquent payments, subject to state and
federal law and regulation. In the event any payment due under any Mortgage Loan is not paid when the
same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or
obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the
Company will proceed diligently to collect all payments due and shall take such action, including
commencing foreclosure, as it shall reasonably deem to be in the best interests of the Purchaser in a
manner consistent with Accepted Servicing Practices, subject to state and federal law and regulation.
The Company shall use its best 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 a Mortgaged Property shall have suffered damage, the Company 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 the Company through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as to
repair or restoration expenses in excess of ten thousand dollars ($10,000). The Company shall be
responsible for all costs and expenses incurred by it in any such proceedings or functions; provided,
however, that it shall be entitled to reimbursement thereof from the related property, as contemplated
in Section 4.05. Notwithstanding anything to the contrary contained herein, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable
cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property,
such an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense.
Upon completion of the inspection, the Company shall promptly provide the Purchaser with a written
report of the environmental inspection. After reviewing the environmental inspection report, the
Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any Mortgage Loan which becomes ninety
(90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any
termination fee with respect thereto, provided that the Company shall on the date said termination takes
effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03
and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan
underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set forth in Section
4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage Loan
to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such
property shall be disposed of by the Company, with the consent of Purchaser as required pursuant to this
Agreement, before the close of the third taxable year following the taxable year in which the Mortgage
Loan became an REO Property, unless the Company provides to the trustee under such REMIC an opinion of
counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable
year following the taxable year in which the Mortgage Loan became an REO Property, will not result in
the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code, or cause
the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. Company
shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for
the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to
qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net
income from foreclosure property" which is subject to taxation under the REMIC provisions of the Code.
Pursuant to its efforts to sell such property, the Company shall either itself or through an agent
selected by Company, protect and conserve such property in the same manner and to such an extent as is
customary in the locality where such property is located. Additionally, Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Company 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 or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds deposited in
the Custodial Account, which shall be deposited within 24 hours of receipt, shall at all times be
insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for
the benefit of the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company in
accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, 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:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage
Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan
Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property
pursuant to Section 4.13 and in connection therewith, the Company shall provide the Purchaser with
written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections
4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing
Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the
Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest
Shortfalls, to the extent of the Company's aggregate Servicing Fee received with respect to the related
Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection
with the deductible clause in any blanket hazard insurance policy, such deposit shall be made from the
Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01,
4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it
being understood and agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be
deposited by the Company in the Custodial Account. Any interest paid on funds deposited in the
Custodial Account by the depository institution shall accrue to the benefit of the Company and the
Company shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to
Section 4.05 (iv). The Purchaser shall not be responsible for any losses suffered with respect to
investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.
The Company may, from time to time, withdraw from the Custodial Account for the following
purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant
to this subclause (ii) being limited to amounts received on the related Mortgage Loan which represent
late collections (net of the related Servicing Fees) of principal and/or interest respecting which any
such advance was made, it being understood that, in the case of such reimbursement, the Company's right
thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to
repurchase a Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such Section and all
other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or
REO administration fees described in Section 4.13), the Company's right to reimburse itself pursuant to
this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
provisions of the Xxxxxx Xxx Guides or as otherwise set forth in this Agreement; any recovery shall be
made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on
funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance
Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest with
respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant
to Section 3.03 all amounts received thereon and not distributed as of the date on which the related
repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company; and
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Company 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 or more Escrow Accounts. The Escrow Account shall be an Eligible
Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide
maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted
Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with
Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form
shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the
Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain
therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover
escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes as shall be as set forth or
in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds
deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest
bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary
Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium
assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a
related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late
payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part
of its servicing duties, the Company shall pay to the Mortgagors interest on funds in Escrow Account, to
the extent required by law, and to the extent that interest earned on funds in the Escrow Account is
insufficient, shall pay such interest from its own funds, without any reimbursement therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance
with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the
status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien
upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard
insurance coverage and 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, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or
applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company shall
determine that any such payments are made by the Mortgagor at the time they first become due. The
Company 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.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued
by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required.
Such coverage will be terminated only with the approval of Purchaser, or as required by applicable law
or regulation. The Company will not cancel or refuse to renew any Primary Mortgage Insurance Policy in
effect on the Closing Date that is required to be kept in force under this Agreement unless a
replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from
and maintained with a Qualified Insurer. The Company shall not take any action which would result in
non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Company would have been covered thereunder. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company shall
promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such policy and shall take all
actions which may be required by such insurer as a condition to the continuation of coverage under the
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result
of such assumption or substitution of liability, the Company shall obtain a replacement Primary Mortgage
Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in
a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this
regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
by the Company under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.
The Company may transfer the Custodial Account or the Escrow Account to a different Eligible
Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of
the Purchaser, which consent will not be unreasonably withheld.
Section 4.10 Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is acceptable to Xxxxxx Mae or FHLMC and customary in the area where the Mortgaged
Property is located in an amount which is equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of
the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection
Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration in effect with an
insurance carrier acceptable to Xxxxxx Xxx or FHLMC, in an amount representing coverage not less than
the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term
of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant to the
Xxxxxx Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not covered
by flood insurance or is covered in an amount less than the amount required by the Flood Disaster
Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor
must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood
insurance coverage within forty-five (45) days after such notification, the Company shall immediately
force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on
each REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal
to the maximum insurable value of the improvements which are a part of such property, and, to the extent
required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in
an amount as provided above. Any amounts collected by the Company under any such policies other than
amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged
Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing Practices,
shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required by the Company of the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to
this Agreement, the Xxxxxx Xxx Guides or such applicable state or federal laws and regulations as shall
at any time be in force and as shall require such additional insurance. All such policies shall be
endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction
in the amount or material change in coverage to the Company. The Company shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however,
that the Company shall not accept any such insurance policies from insurance companies unless such
companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by an insurer
acceptable to Xxxxxx Mae or FHLMC insuring against hazard losses on all of the Mortgage Loans, 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, it shall conclusively be deemed
to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company shall, in the event that there shall
not have been maintained on the related Mortgaged Property or REO Property a policy complying with
Section 4.10, and there shall have been a loss which would have been covered by such policy, 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, the Company
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 request of the Purchaser, the Company
shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best
efforts to obtain a statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.
The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents
and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft,
embezzlement and fraud of such persons. The errors and omissions insurance shall protect and insure the
Company against losses arising out of errors and omissions and negligent acts of such persons. Such
errors and omissions insurance shall also protect and insure the Company 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 requiring the Fidelity Bond or errors and omissions
insurance shall diminish or relieve the Company from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Guides. Upon request by the Purchaser,
the Company shall deliver to the Purchaser a certificate from the surety and the insurer as to the
existence of the Fidelity Bond and errors and omissions insurance policy and shall obtain a statement
from the surety and the insurer that such Fidelity Bond or insurance policy shall in no event be
terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The
Company shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity
Bond or insurance policy will be, or has been, materially modified or terminated. The Purchaser (or any
party having the status of Purchaser hereunder) and any subsidiary thereof and their successors or
assigns as their interests may appear must be named as loss payees on the Fidelity Bond and as
additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide
Purchaser with an insurance certificate certifying coverage under this Section 4.12, and will provide an
update to such certificate upon request, or upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
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 Purchaser or its
designee, or in the event the Purchaser or its designee 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 or Persons as shall be consistent with an opinion of counsel obtained
by the Company from an attorney duly licensed to practice law in the state where the REO Property is
located. Any Person or Persons 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.
The Company shall notify the Purchaser in accordance with the Xxxxxx Xxx Guides of each
acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the
consummation of any foreclosure sale within three (3) Business Days of the date Company receives notice
of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the
Mortgaged Property obtained in connection with such acquisition, and thereafter assume the
responsibility for marketing such REO property in accordance with Accepted Servicing Practices.
Thereafter, the Company shall continue to provide certain administrative services to the Purchaser
relating to such REO Property as set forth in this Section 4.13. The Company shall, either itself or
through an agent selected by the Company, and in accordance with the Xxxxxx Mae Guides 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, and in the same manner that similar property in
the same locality as the REO Property is managed. The Company 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 monthly thereafter or more frequently as required by the circumstances. The Company
shall make or cause to be made a written report of each such inspection. Such reports shall be retained
in the Mortgage File and copies thereof shall be forwarded by the Company to the Purchaser upon request.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and
shall sell such REO Property in any event within one year after title has been taken to such REO
Property, unless the Company determines, and gives an appropriate notice to the Purchaser to such
effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer
period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO
Property, the Company shall report monthly to the Purchaser as to the progress being made in selling
such REO Property. No REO Property shall be marketed for less than the Appraised Value, without the
prior consent of Purchaser. No REO Property shall be sold for less than ninety five percent (95%) of its
Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing
Advances shall be in accordance with the Xxxxxx Xxx Guides. The disposition of REO Property shall be
carried out by the Company at such price, and upon such terms and conditions, as the Company deems to be
in the best interests of the Purchaser (subject to the above conditions) only with the prior written
consent of the Purchaser.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any such REO Property without payment of
any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section
5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage
Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05.
In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such REO Property to the
Purchaser or its designee. Within five Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the
following information regarding the subject REO Property: the related drive by appraisal or brokers
price opinion, and copies of any related Mortgage Impairment Insurance Policy claims. In addition,
within five Business Days, the Company shall provide the Purchaser with the following information
regarding the subject REO Property: the related trustee's deed upon sale and copies of any related
hazard insurance claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company 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 if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available
funds to the Purchaser (i) 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 4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated to
distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any
Principal Prepayment from the date of such Principal Prepayment through the end of the month for which
disbursement is made provided that the Company's obligation as to payment of such interest shall be
limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due
Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the
first Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet 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 clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than
the maximum amount permitted by applicable law. Such interest shall cover the period commencing with
the day following the Business Day such payment was due and ending with the Business Day on which such
payment is made to the Purchaser, both inclusive. The payment by the Company of any such interest shall
not be deemed an extension of time for payment or a waiver of any Event of Default by the Company. On
each Remittance Date, the Company shall provide a remittance report detailing all amounts being remitted
pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.
The Company shall furnish to Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the fifth Business
Day of the following month on paper or a disk or tape or other computer-readable format in such format
as may be mutually agreed upon by both Purchaser and Company, and no later than the fifth Business Day
of the following month in hard copy, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and
any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution
period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent
(1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced;
and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number
order, in the form of Exhibit E hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall
provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the
Company shall deposit in the Custodial Account an amount equal to all payments not previously advanced
by the Company, whether or not deferred pursuant to Section 4.01, 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 at the close of business on the
related Determination Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the
Remittance Date prior to the date on which the Mortgaged Property liquidates (including Insurance
Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
Loan unless the Company deems such advance to be nonrecoverable. In such event, the Company shall
deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of the
Company has reviewed the related Mortgage File and has made the reasonable determination that any
additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser
pursuant to a deed-in-lieu of foreclosure, the Company shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property in a form mutually acceptable to Company and Purchaser.
The Company shall also provide reports on the status of REO Property containing such information as
Purchaser may reasonably require.
Section 5.05 Prepayment Interest Shortfalls.
Not later than the close of business on the Business Day preceding each Remittance Date in the
month following the related Prepayment Period, the Company shall deposit in the Custodial Account an
amount equal to any Prepayment Interest Shortfalls with respect to such Prepayment Period, which in the
aggregate shall not exceed the Company's aggregate Servicing Fee received with respect to the related
Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Company will, 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 the Company shall not exercise any such
rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Company reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, the Company, with the approval of the Purchaser, will 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 6.01, the Company, with the prior consent of the Purchaser and the primary
mortgage insurer, if any, is authorized 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, the Company shall follow
the underwriting practices and procedures of the Company. With respect to an assumption or substitution
of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly
Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note).
If the credit of the proposed transferee does not meet such underwriting criteria, the Company
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Mortgage Loan. The Company shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the
original of any such substitution of liability or assumption agreement, which document shall be added to
the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof. All fees collected by
the Company for entering into an assumption or substitution of liability agreement shall belong to the
Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this
Agreement, the Company 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 which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, 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 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification
that payment in full will be escrowed in a manner customary for such purposes, the Company will
immediately notify the Purchaser by a certification, which certification 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 4.04 have been or will be so
deposited, of a Servicing Officer and shall request delivery to it of the portion of the Mortgage File
held by the Purchaser. The Purchaser shall no later than five Business Days after receipt of such
certification and request, release or cause to be released to the Company, the related Mortgage Loan
Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its
receipt of such satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the
Company the release or satisfaction properly executed by the owner of record of the applicable mortgage
or its duly appointed attorney in fact. No expense incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company 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, the Company, upon written demand, shall remit within
two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and
errors and omissions insurance insuring the Company 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 the Mortgage Loan,
including for the purpose of collection under any Primary Mortgage Insurance Policy, the Purchaser
shall, upon request of the Company and delivery to the Purchaser of a servicing receipt signed by a
Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the Company. Such
servicing receipt shall obligate the Company to return the related Mortgage documents to the Purchaser
when the need therefor by the Company no longer exists, 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 Mortgage 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, and the
Company has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name
and address of the Person to which such Mortgage File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such
Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the
Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from
interest payments collected on the Mortgage Loans, the amounts provided for as the Company's Servicing
Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee
pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as
provided in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the
extent not required to be deposited in the Custodial Account. No Servicing Fee shall be payable in
connection with partial Monthly Payments. The Company 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 for.
Section 6.04 Annual Statement as to Compliance.
The Company will deliver to the Purchaser not later than February 28th of each year, beginning
March 15, 2006, an executed Officers' Certificate acceptable to the Purchaser stating, as to each
signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year
and of performance under this Agreement has been made under such officers' supervision, and (ii) to the
best of such officers' knowledge, based on such review, the Company 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 of cure
provisions thereof. Such Officers' Certificate shall contain no restrictions or limitations on its
use. Copies of such statement shall be provided by the Company to the Purchaser upon request.
If the Company cannot deliver the related Officers' Certificate by March 15th of such year, the
Purchaser, at its sole option, may permit a cure period for the Company to deliver such Officers'
Certificate, but in no event later than March 22nd of such year.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of
Default, automatically, without notice and without any cure period, and Purchaser may, in addition to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same, as provided in Section 9.01. Such termination shall be
considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
The Company, at its expense and not later than March 15th of each year, beginning March 15,
2006, 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 acceptable to the Purchaser to
the effect that such firm has examined certain documents and records relating to the Company's servicing
of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially
similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such
an examination, conducted substantially in the uniform single audit program for mortgage bankers, such
firm is of the opinion that the Company's servicing has been conducted in compliance with the agreements
examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such statement. Such statement
shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by
the Company to the Purchaser. In addition, on an annual basis, Company shall provide Purchaser with
copies of its audited financial statements.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of
Default, automatically, without notice and without any cure period, and Purchaser may, in addition to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same, as provided in Section 9.01. Such termination shall be
considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any
other provision in this Agreement or any other agreement to the contrary.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company,
during business hours or at such other times as might be reasonable under applicable circumstances, any
and all of the books, records, documentation or other information of the Company, or held by another for
the Company or on its behalf or otherwise, which relates to the performance or observance by the Company
of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing
a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited
to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the
possession of the Company which may be required by any applicable regulations. Such access shall be
afforded without charge, upon reasonable request, during normal business hours and at the offices of the
Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.
The Company shall furnish to the Purchaser during the term of this Agreement, such periodic,
special or other reports, information or documentation, whether or not provided for herein, as shall be
necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the
Mortgage Loans and the performance of the Company under this Agreement, including any reports,
information or documentation reasonably required to comply with any regulations regarding any
supervisory agents or examiners of the Purchaser all such reports or information to be as provided by
and in accordance with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Company under this Agreement. The
Company agrees to execute and deliver all such instruments and take all such action as the Purchaser,
from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a
prospective purchaser audited financial statements of the Company for the most recently completed two
(2) fiscal years for which such statements are available, as well as a Consolidated Statement of
Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a
prospective purchaser copies of the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a
knowledgeable financial or accounting officer for the purpose of answering questions and to permit any
prospective purchaser to inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this
Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01 Indemnification; Third Party Claims.
The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, legal 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 the Company
to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans
in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser
and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain
in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of
this Agreement or in any way related to the alleged breach of any representation or warranty in Sections
3.01 or 3.02 of this Agreement related to compliance with all applicable laws. The Company shall
immediately notify the Purchaser if a claim is made by a third party against Company with respect to
this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is
settled prior to judgment, 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 Company shall follow any written
instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly
reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when
the claim relates to the failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation or warranty set forth in
Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of Company. The
provisions of this Section 8.01 shall survive termination of this Agreement.
Section 8.02 Merger or Consolidation of the Company.
The Company will 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.
Any Person into which the Company may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Company shall be a party, or any Person
succeeding to the business of the Company whether or not related to loan servicing, shall be the
successor of the Company hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of
not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF and/or BIF, and
which is a HUD-approved mortgagee whose primary business is in origination and servicing of first lien
mortgage loans, and (iii) who is a Xxxxxx Xxx or FHLMC approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under
any liability to the Purchaser for any action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however,
that this provision shall not protect the Company or any such person against any breach of warranties or
representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by
reason of negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this
Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters
arising hereunder. The Company 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 reasonable opinion may involve it in any expenses or liability; provided,
however, that the Company 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 reasonable 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
the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.
The Company shall not assign this Agreement or resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that
its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured
by the Company. Any such determination permitting the resignation of the Company shall be evidenced by
an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in
form and substance acceptable to the Purchaser. No such resignation shall become effective until a
successor shall have assumed the Company's responsibilities and obligations hereunder in the manner
provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the
Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting the generality of this
Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its
rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written approval of the Purchaser, which consent shall
be granted or withheld in the Purchaser's sole discretion, but if the purchaser of the Company's
assetshas the qualifications set forth in Section 8.02, then the Purchaser will not unreasonably
withhold consent.
Without in any way limiting the generality of this Section 8.05, in the event that the Company
either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties
hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the
prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this
Agreement, without any payment of any penalty or damages and without any liability whatsoever to the
Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining
unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be
continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under
the terms of this Agreement which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Company set forth in this Agreement 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 the Company 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, marshalling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Company and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator
in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Company or of or relating to all or substantially all of its property;
or
(v) the Company 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) Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or
servicer for more than thirty days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the
Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or
substantially all of its property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans
in any jurisdiction in which a Mortgaged Property is located and such licensing is required, and (b)
qualified to transact business in any jurisdiction where it is currently so qualified, but only to the
extent such non-qualification materially and adversely affects the Company's ability to perform its
obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of
Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default
under clauses (iii), (iv) or (v) above, in which case, automatically and without notice) Company may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same. On or after the receipt by the Company of such
written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which
case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Company shall
prepare, execute and deliver, any and all documents and other instruments, place in such successor's
possession all Mortgage Files, 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 the Company's sole expense. The
Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the
Company's responsibilities and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage
Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a past default, such default
shall cease to exist, and any Event 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 thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the
later of the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due
hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination
with cause under the terms of this Agreement. Termination of the Agreement pursuant to Section 10.01
(iii) shall void Purchaser's obligation to purchase Mortgage Loans for which Purchaser has issued a
Confirmation, commitment confirmation or a substantially similar commitment to purchase Mortgage Loans.
Section 10.02 Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the Company may have hereunder,
without cause, upon no less than 90 days written notice. Any such notice of termination shall be in
writing and delivered to the Company as provided in Section 11.05 of this Agreement. In the event that
the Company is terminated pursuant to this Section 10.02 without cause, the Purchaser shall solicit, by
public announcement, bids from three organizations reasonably acceptable to the Purchaser for the
purchase of the servicing functions. Following receipt of such bids, the Purchaser shall either (a)
negotiate and effect the transfer, sale and assignment of the Agreement to the party submitting the
highest satisfactory bid, which purchase price shall be paid to the Company upon transfer of the
servicing rights and obligations under this Agreement to the Company's successor, or (b) pay to the
Company a termination fee equal to the amount of the party submitting the highest satisfactory bid.
Notwithstanding anything herein to the contrary, the Purchaser shall deduct all costs and expenses of
any public announcement and any other expenses relating to the sale, transfer and assignment of this
Agreement from the sum payable to Company pursuant to the previous sentence.
Section 10.03 Survival.
Termination of this Agreement under Section 10.01 or Section 10.02 shall not affect any of the
Company's obligations regarding repurchase, indemnification or otherwise, all of which shall survive
such termination and remain in full force and effect.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to
Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the
Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a
successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the Company under this
Agreement prior to the termination of Company's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such
successor shall agree. In the event that the Company's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge
such duties and responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of Company
pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed
pursuant to this Section and shall in no event relieve the Company of the representations and warranties
made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and
under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03
and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the
Company, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the
Company and to the Purchaser an instrument accepting such appointment, whereupon such successor shall
become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Company, with like effect as if originally named as a party to this Agreement. Any termination
or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not
affect any claims that the Purchaser may have against the Company arising prior to any such termination
or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the
Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the
Company shall account for all funds. The Company shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest and confirm in the
successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for
unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been
recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the
Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Company at the
Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that
such recordation materially and beneficially affects the interest of the Purchaser or is necessary for
the administration or servicing of the Mortgage Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with
the laws of the State of New York except to the extent preempted by Federal law. The obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in
writing and shall be deemed conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or certified mail, return receipt
requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing,
as follows:
(i) if to the Company:
Xxxxxxx X. Xxxxx / Senior Vice President
0000 Xxxxxx Xxxxxx
Xxxxx, Xxx Xxxx 00000
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX,
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxx
Telecopier No.: (000) 000-0000
With a copy to:
Bear Xxxxxxx Mortgage Capital Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
Telecopier No.: (000) 000-0000
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 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet
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 that 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 develop a structure the economic effect
of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an
integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to
such Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of
enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the
closing, and (iii) 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 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to
non-public information regarding the financial condition, operations and prospects of the other party.
Each party agrees to keep all non-public information regarding the other party strictly confidential,
and to use all such information solely in order to effectuate the purpose of the Agreement, provided
that each party may provide confidential information to its employees, agents and affiliates who have a
need to know such information in order to effectuate the transaction, provided further that such
information is identified as confidential non-public information. In addition, confidential information
may be provided to a regulatory authority with supervisory power over Purchaser, provided such
information is identified as confidential non-public information.
The Company agrees that the Company (i) shall comply with any applicable laws and regulations
regarding the privacy and security of Consumer Information including, but not limited to the
Xxxxx-Xxxxx-Xxxxxx Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq., (ii) shall not use Consumer
Information in any manner inconsistent with any applicable laws and regulations regarding the privacy
and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties
except at the specific written direction of the Purchaser, (iv) shall maintain adequate physical,
technical and administrative safeguards to protect Consumer Information from unauthorized access as
provided by the applicable laws and regulations, and (v) shall immediately notify the Purchaser of any
actual or suspected breach of the confidentiality of Consumer Information that would have a material and
adverse effect on the Purchaser.
The Company agrees that the Company shall indemnify, defend and hold the Purchaser harmless
from and against any loss, claim or liability the Purchaser may suffer by reason of the Company's
failure to perform the obligations set forth in this Section 11.10.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by and at the Company's expense in
the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in
part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment
and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or designee
shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage
Loans. In no event shall Purchaser sell a partial interest in any Mortgage Loan without the
written consent of Company, which consent shall not be unreasonably denied. All references to the
Purchaser in this Agreement shall be deemed to include its assignee or designee. The Company shall
have the right, only with the consent of the Purchaser or otherwise in accordance with this
Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some
or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint
venture between the parties hereto and the services of the Company shall be rendered as an independent
contractor and not as agent for Purchaser.
Section 11.14 Signature Pages/Counterparts; Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully
executed copies, each of which shall constitute a fully executed original Agreement, and/or (ii) in
counterparts having one or more original signatures, and all such counterparts containing the original
signatures of all of the parties hereto taken together shall constitute a fully executed original
Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed
signature pages to the other parties hereto (x) by mail or courier, and/or (y) by electronic
transmission, including without limitation by telecopier, facsimile or email of a scanned image
("Electronic Transmission"), each of which as received shall constitute for all purposes an executed
original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any
Term Sheet, fully executed as provided herein, to each other party hereto by mail and/or courier and/or
Electronic Transmission, and such copy as so delivered shall constitute a fully executed original
Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or Term Sheet, as
applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be
binding upon the Company and the Purchaser and their respective successor and assigns.
Section 11.15 Entire Agreement.
The Company acknowledges that no representations, agreements or promises were made to the
Company by the Purchaser or any of its employees other than those representations, agreements or
promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and
the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both
parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement
and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit
or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail,
solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in
part, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is
understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company
which are directed to the general public at large, or segments thereof, provided that no segment shall
consist primarily of the Mortgage Loans, including, without limitation, mass mailing based on
commercially acquired mailing lists, newspaper, radio and television advertisements and (ii) responses
to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude
the Company or any of its affiliates from soliciting any Mortgagor for any other financial products or
services. The Company shall use its best efforts to prevent the sale of the name of any Mortgagor to
any Person who is not affiliate of the Company.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related
Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties
shall agree, or conducted in person, at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject
to each of the following conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall
deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of
the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be
materially true and correct as of the related Closing Date and no event shall have occurred which, with
notice or the passage of time, would constitute a material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in
escrow, all documents required pursuant to this Agreement, the related Term Sheet, an opinion of counsel
and an officer's certificate, all in such forms as are agreed upon and acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or
prior to the related Closing Date all documents required pursuant to the terms of this Agreement and the
related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the
Confirmation shall have been materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related
Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by
wire transfer of immediately available funds to the account designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on
or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the
Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of
the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through
transfers (each, a "Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the
Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and
Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser's request, a
seller's warranties and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to
the parties, (collectively the agreements referred to herein are designated, the "Reconstitution
Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to
the contrary in this Section 11.18, the Company agrees that it is required to perform the obligations
described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such
servicer or issuer, as the case may be, and any other participants in such Reconstitution: (i) any and
all information (including servicing portfolio information) and appropriate verification of information
(including servicing portfolio information) which may be reasonably available to the Company, whether
through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant
shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants,
opinions of counsel, letters from auditors, and certificates of public officials or officers of the
Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant.
In connection with each Pass-Through Transfer, the Company agrees to provide reasonable and customary
indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the
Mortgage Loans. The Purchaser shall be responsible for the costs relating to the delivery of such
information.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with
respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
HSBC MORTGAGE CORPORATION (USA)
Company
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser, and which shall be retained by the
Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04
and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of
____________________________________________________, without recourse," and signed via original
signature in the name of the Company by an authorized officer, with all intervening endorsements showing
a complete chain of title from the originator to the Company, together with any applicable riders. In
no event may an endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the
Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of
predecessor]". If the Mortgage Loan was acquired or originated by the Company while doing business
under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage
Notes may be in the form of a lost note affidavit subject to Purchaser acceptability.
2. Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan,
the original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of
recording thereon, or a copy thereof certified by the public recording office in which such mortgage has
been recorded or, if the original Mortgage has not been returned from the applicable public recording
office, a true certified copy, certified by the Company. With respect to each MERS Mortgage Loan, the
original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating
that the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the
original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a
copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded.
3. The original or certified copy, certified by the Company, of the Primary Mortgage
Insurance Policy, if required.
4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original
Assignment, from the Company to _____________________________________, or in accordance with Purchaser's
instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and
substance acceptable for recording. If the Mortgage Loan was acquired or originated by the Company
while doing business under another name, the Assignment must be by "[Company] formerly known as
[previous name]". If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be
by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket
assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or
if the policy has not yet been issued, a written commitment or interim binder or preliminary report of
title issued by the title insurance or escrow company.
6. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, originals of all
recorded intervening Assignments, or copies thereof, certified by the public recording office in which
such Assignments have been recorded showing a complete chain of title from the originator to the
Company, with evidence of recording thereon, or a copy thereof certified by the public recording office
in which such Assignment has been recorded or, if the original Assignment has not been returned from the
applicable public recording office, a true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording office in which such
documents have been recorded, of each assumption, extension, modification, written assurance or
substitution agreements, if applicable, or if the original of such document has not been returned from
the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating
to the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of
power of attorney or other instrument that authorized and empowered such person to sign bearing evidence
that such instrument has been recorded, if so required in the appropriate jurisdiction where the
Mortgaged Property is located, or a copy thereof certified by the public recording office in which such
instrument has been recorded or, if the original instrument has not been returned from the applicable
public recording office, a true certified copy, certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real
estate settlement procedure forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Xxxxxx Xxx Form 1008) or reasonable
equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a
limited documentation program, all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in
accordance with Company's underwriting guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and
septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection
with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of
the Mortgage Loans indicating that the documents were delivered for recording.
(B) With respect to each Co-op Loan, as applicable and as required by the applicable laws
of the state in which the related Cooperative apartment is located, copies of: (A) the proprietary
lease, (B) the security agreement, (C) the assignment of the proprietary lease, with all intervening
assignments showing a complete chain of title and an assignment thereof by such Seller, (D) the original
stock certificate evidencing the ownership of the Cooperative apartment endorsed or accompanied by a
stock power relating to such stock certificate executed in blank, (E) a recognition agreement in form
approved by Seller's underwriting guidelines, in substantially the same form as the standard "AZTECH"
form, (F) copies of the financing statement filed by the applicable Company as secured party and, if
applicable, a filed UCC-3 assignment of the subject security interest showing a complete chain of title,
together with an executed UCC-3 Assignment of such security interest by the Company in a form sufficient
for filing, and (G) such other documents as are necessary for the perfection of a lien against the
related Co-op Loan ownership interests under applicable law.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of May 1, 2001
Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as
"[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed
by the Company. This letter is submitted to you in duplicate. Please execute and return one original
to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "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 deposited at any time in
the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through
the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of May 1, 2001
Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as
"[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans,
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order
signed by the Company. This letter is submitted to you in duplicate. Please execute and return one
original to us.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "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 deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement")
made as of __________, 200__, among EMC Mortgage Corporation (the "Assignor"), ___________________ (the
"Assignee"), and HSBC Mortgage Corporation (USA) (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the
residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned
Loan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the
Purchase, Warranties and Servicing Agreement, dated as of May 1, 2002, between Assignor and Company (the
"Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and
interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right,
title and interest in, to and under the Purchase Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the
"Funding Amount" as set forth in that certain letter agreement, dated as of _________ ____, between
Assignee and Assignor (the "Confirmation") and (ii) Assignor, at its expense, shall have caused to be
delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its
custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an
endorsement of the Mortgage Note from the applicable Company, in blank, and an assignment of mortgage in
recordable form from the applicable Company, in blank. Assignee shall pay the Funding Amount by wire
transfer of immediately available funds to the account specified by Assignor. Assignee shall be
entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all
unscheduled payments or other proceeds or other recoveries on the Assigned Loans received on and after
_____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the provisions of which have not
been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the
Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as
they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the
transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations
under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens,
claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with
respect to the Assigned Loans or the Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignor 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 Assignor or its property is subject. The
execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor 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;
(g) No consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made by Assignor in connection
with the execution, delivery or performance by Assignor of this PAAR Agreement, or the consummation by
it of the transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any
interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means
of general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company
as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and has all requisite power and authority to acquire, own and
purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignee 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 Assignee or its property is subject. The
execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee 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;
(c) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignee in connection with the
execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and
conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date
hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations
as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee
as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which
have not been waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the Purchase Agreement;
(c) Company has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth
herein. The consummation of the transactions contemplated by this PAAR Agreement is in
the ordinary course of Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Company's charter or by-laws
or any legal restriction, or any material agreement or instrument to which Company 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 Company or its property is subject. The
execution, delivery and performance by Company of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on part of Company. This PAAR Agreement has been duly
executed and delivered by Company, and, upon the due authorization, execution and
delivery by Assignor and Assignee, will constitute the valid and legally binding
obligation of Company, enforceable against Company 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;
(d) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignee in
connection with the execution, delivery or performance by Company of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
(e) No event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by the Company in
Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the
Assigned Loans and will service the Assigned Loans in accordance with the Purchase Agreement. It is the
intention of Assignor, Company and Assignee that this PAAR Agreement shall be binding upon and for the
benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the
Assigned Loans without the prior written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the
Purchase Agreement and this PAAR Agreement shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
(a) In the case of Company:
HSBC MORTGAGE CORPORATION (USA)
Xxxx Xxxxxx / Senior Vice President
0000 Xxxxxx Xxxxxx
Xxxxx, Xxx Xxxx 00000
With a copy to:
(b) In the case of Assignor:
[Name and address]
(c) In the case of Assignee:
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxx
Telecopier No.: (000) 000-0000
with a copy to:
Bear Xxxxxxx Mortgage Capital Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: ___________
Telecopier No.: (212) 272-____
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection
with the negotiations for, documenting of and closing of the transactions contemplated by this PAAR
Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or modification is
sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment
of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the
termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of
the Purchase Agreement with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control. In the event that any provision of this PAAR Agreement conflicts with any provision of the
Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
[Modification of Purchase Agreement
15. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI
Insurer attached hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental
PMI Policy, any title policy, any hazard insurance policy or any other insurance policy
covering a Mortgage Loan or other related Mortgaged Property, including any amounts required to
be deposited in the Custodial Account pursuant to Section 4.04, 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 Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the Supplemental PMI Insurer with respect to the
Supplemental PMI Policy and, in this regard, to take such action as shall be necessary to permit
recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental
PMI Insurer any required information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer
tape, or other mutually acceptable format, the unpaid principal balance, insurer certificate number,
lender loan number, and premium due the Supplemental PMI Insurer for each Mortgage Loan covered by the
Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser and the
[Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the
Servicer in connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or
servicer for more than thirty days, or the Company fails to meet the servicer eligibility requirements
of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_______________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
HSBC MORTGAGE CORPORATION (USA)
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ATTACHMENT 1
ASSIGNED LOAN SCHEDULE
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EXHIBIT E
FORM OF TRIAL BALANCE
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the
Purchaser, the undersigned hereby certifies that he or she is an officer of the Company requesting
release of the documents for the reason specified below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company
has been notified that payment in full has been or will be escrowed. The Company hereby certifies that
all amounts with respect to this loan which are required under the Agreement have been or will be
deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The
Company hereby certifies that the repurchase price has been credited to the Custodial Account as
required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required
to proceed with the foreclosure action. The Company hereby certifies that the documents will be
returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the
Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release
to the Company all original mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above
captioned mortgage loan have been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between HSBC Mortgage Corporation
(USA), a Delaware corporation, located at 0000 Xxxxxx Xxxxxx, Xxxxx, Xxx Xxxx 00000 (the "Company") and
EMC Mortgage Corporation, a Delaware corporation, located at Mac Xxxxxx Xxxxx XX, 000 Xxxxxx Xxxxx
Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Purchaser") is made pursuant to the terms and conditions of
that certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of May 1, 2002,
between the Company and the Purchaser, the provisions of which are incorporated herein as if set forth
in full herein, as such terms and conditions may be modified or supplemented hereby. All initially
capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the
Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser,
all of the Company's right, title and interest in and to the Mortgage Loans described on the Mortgage
Loan Schedule annexed hereto as Schedule I, pursuant to and in accordance with the terms and conditions
set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter, the Company
shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the
Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms
shall have the following meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Purchase Price Percentage:
Servicing Fee Rate:
Except as modified herein, Section 8.01 of the Agreement shall remain in full force and effect
as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by
their respective duly authorized officers as of the date first above written.
HSBC MORTGAGE CORPORATION (USA)
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
SCHEDULE I
MORTGAGE LOAN SCHEDULE
EXHIBIT J
[RESERVED]
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service into a securitization; (ii) service on a
"Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO Property),
(iii) make compensating interest payments on payoffs and curtailments and (iv) remit and report
to a master servicer in format acceptable to such master servicer by the 18th calendar day of
each month, unless otherwise provided in the securitization documents.
o The Company shall provide an acceptable annual certification (officer's certificate) to the
master servicer (as required by the Xxxxxxxx-Xxxxx Act of 2002) as well as any other annual
certifications required under the securitization documents (i.e. the annual statement as to
compliance/annual independent certified public accountants' servicing report due by March 15 of
each year).
o The Company shall allow for the Purchaser, the master servicer or their designee to perform a
review of audited financials and net worth of the Company.
o The Company shall provide a Uniform Single Attestation Program certificate and Management
Assertion as requested by the master servicer or the Purchaser.
o The Company shall provide information on each Custodial Account as requested by the master
servicer or the Purchaser, and each Custodial Accounts shall comply with the requirements for
such accounts as set forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the requirements of the
master servicer.
AMENDMENT REG AB
TO THE SELLER'S WARRANTIES AND SERVICING AGREEMENT
This is Amendment Reg AB (the "Amendment Reg AB"), dated as of November 7, 2005, by
and between EMC Mortgage Corporation (the"Purchaser"), and HSBC Mortgage Corporation (USA) (the
"Company") to that certain Amended and Restated Purchase, Warranties and Servicing Agreement, dated as
of September 1, 2005 by and between the Company and the Purchaser, (as amended, modified or
supplemented, the "Existing Agreement").
WITNESSETH
WHEREAS, the Company and the Purchaser have agreed, subject to the terms and
conditions of this Amendment Reg AB that the Existing Agreement be amended to reflect certain agreed
upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in consideration of the
mutual premises and mutual obligations set forth herein, that the Existing Agreement is hereby amended
as follows:
1. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the
Existing Agreement. The Existing Agreement is hereby amended by adding the following
definitions in their proper alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 2(g)(i)(A)(1).
Depositor: With respect to any Securitization Transaction, the Person identified in
writing to the Company by the Purchaser as depositor for such Securitization
Transaction.
Exchange Act. The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master
servicer," if an, identified in the related transaction documents.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans,
provided that the following conditions are satisfied: (i) such Mortgage Loans were
originated pursuant to an agreement between the Company and such Person that
contemplated that such Person would underwrite mortgage loans from time to time, for
sale to the Company, in accordance with underwriting guidelines designated by the
Company ("Designated Guidelines") or guidelines that do not vary materially from such
Designated Guidelines: (ii) such Mortgage Loans were in fact underwritten as described
in clause (i) above and were acquired by the Company within 180 days after origination
(except that 1% of the Mortgage Loans in any securitization may be within 240 days);
(iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were
originated, used by the Company in the origination of mortgage loans of the same type
as the Mortgage Loans for the Company's own account or (y) the Designated Guidelines
were, at the time such Mortgage Loans were underwritten, designated by the Company on
a consistent basis for use by lenders in originating mortgage loans to be purchased
by the Company; and (iv) the Company employed, at the time such Mortgage Loans were
acquired by the Company pre-purchase or post-purchase quality assurance procedures
(which may involve, among other things, review of a sample of mortgage loans purchased
during a particular time period or through particular channels) designed to ensure
that Persons from which it purchased mortgage loans properly applied the underwriting
criteria designated by the Company.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by the Company and
the Purchaser and/or certain third parties in connection with a Reconstitution with
respect to any or all of the Mortgage Loans.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed.
Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time.
Securities Act: The federal Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other
transfer of some or all of the Mortgage Loans directly or indirectly to an issuing
entity (as defined in Regulation AB) in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed securities or (2) an
issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of
residential mortgage loans consisting, in whole or in part, of some or all of the
Mortgage Loans.
Servicer: As defined in Section 2(f)(iii).
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation
AB, as such may be amended from time to time.
Static Pool Information: Information set forth in Item 1105(a) and 1105(c) of
Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for
the overall servicing (as "servicing" is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans pursuant to a Reconstitution
Agreement but performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to Mortgage Loans (serviced by the Company under a
Reconstitution Agreement) under the direction or authority of the Company or a
Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company (as
servicer under a Reconstitution Agreement) or any Subservicer and is responsible for
the performance (whether directly or through Subservicers or Subcontractors) of a
substantial portion of the material servicing functions required to be performed by
the Company under this Agreement or any Reconstitution Agreement that are identified
in Item 1122(d) of Regulation AB.
Third Party Originator: Each Person, other than a Qualified Correspondent, that
originated Mortgage Loans acquired by the Company.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other
than a Securitization Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the
following provisions as an addendum:
(a) (i) The Company hereby represents to the Purchaser, to any Master Servicer and to
any Depositor, as of the date on which information is first provided to the Purchaser,
any Master Servicer or any Depositor under Section 2(f) that, except as disclosed in
writing to the Purchaser, such Master Servicer or such Depositor prior to such date:
(i) the Company is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any other
securitization due to any act or failure to act of the Company; (ii) the Company has
not been terminated as servicer in a residential mortgage loan securitization, either
due to a servicing default or to application of a servicing performance test or
trigger; (iii) no material noncompliance with the applicable servicing criteria with
respect to other securitizations of residential mortgage loans involving the Company
as servicer has been disclosed or reported by the Company; (iv) no material changes to
the Company's policies or procedures with respect to the servicing function it will
perform under this Agreement and any Reconstitution Agreement for mortgage loans of a
type similar to the Mortgage Loans have occurred during the three-year period
immediately preceding the related Securitization Transaction; (v) there are no aspects
of the Company's financial condition that could have a material adverse effect on the
performance by the Company of its servicing obligations under this Agreement or any
Reconstitution Agreement; (vi) there are no material legal or governmental proceedings
pending (or known to be contemplated) against the Company, any Subservicer or any
Third-Party Originator of a type identified in Item 1117 of Regulation AB; and (vii)
there are no affiliations, relationships or transactions relating to the Company, any
Subservicer or any Third-Party Originator with respect to any Securitization
Transaction and any party thereto identified by the related Depositor of a type
described in Item 1119 of Regulation AB.
(ii) If so requested by the Purchaser, any Master Servicer or any Depositor on any
date following the date on which information is first provided to the Purchaser, any
Master Servicer or any Depositor under Section 2(f), the Company shall within five
Business Days, following such request, to confirm in writing the accuracy of the
representations and warranties set forth in paragraph (i) of this Section or, if any
such representation and warranty is not accurate as of the date of such request,
provide reasonably adequate disclosure of the pertinent facts, in writing, to the
requesting party.
(b) The Company shall use its reasonable best efforts on or before March 1, but in no
event later than March 15, of each calendar year, commencing in 2007, to deliver to
the Purchaser, any Master Servicer and any Depositor a statement of compliance
addressed to the Purchaser, and Master Servicer and such Depositor and signed by an
authorized officer of the Company, to the effect that (i) a review of the Company's
activities during the immediately preceding calendar year (or applicable portion
thereof) and of its performance under this Agreement and any applicable Reconstitution
Agreement during such period has been made under such officer's supervision, and (ii)
to the best of such officers' knowledge, based on such review, the Company has
fulfilled all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such calendar year (or
applicable portion thereof) or, if there has been a failure to fulfill any such
obligation in any material respect, specifically identifying each such failure known
to such officer and the nature and the status thereof.
(c) (i) The Company shall use its reasonable best efforts on or before March 1, but in
no event later than March 15, of each calendar year, commencing in 2007 to:
(A) Deliver to the Purchaser, any Master Servicer and any
Depositor a report (in form and substance reasonably satisfactory to the
Purchaser, such Master Servicer and such Depositor) regarding the Company's
assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed
to the Purchaser and such Depositor and signed by an authorized officer of the
Company, and shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit B hereto delivered to the
Purchaser at the time of any Securitization Transaction;
(B) deliver to the Purchaser, any Master Servicer and any
Depositor a report of a registered public accounting firm reasonably
acceptable to the Purchaser, such Master Servicer and such Depositor that
attests to, and reports on, the assessment of compliance made by the Company
and delivered pursuant to the preceding paragraph. Such attestation shall be
in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
(C) cause each Subservicer and each Subcontractor determined by
the Company pursuant to Section 2(e)(ii) to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB (each, a
"Participating Entity"), to deliver to the Purchaser, and Master Servicer and
any Depositor an assessment of compliance and accountants' attestation as and
when provided in paragraphs (i) and (ii) of this Section 2(c); and
(D) deliver and cause each Subservicer and Subcontractor
described in clause (c) to provide , to the Purchaser, and Master Servicer,
any Depositor and any other Person that will be responsible for signing the
certification (a "Sarbanes Certification") required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect
to a Securitization Transaction a certification signed by the appropriate
officer of the company in the form attached hereto as Exhibit A.
The Company acknowledges that the parties identified in clause (i)(D) above
may rely on the certification provided by the Company pursuant to such clause in
signing a Sarbanes Certification and filing such with the Commission.
(ii) Each assessment of compliance provided by a Subservicer pursuant to
Section 2(c)(i)(A) shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit B hereto delivered to the Purchaser
concurrently with the execution of this Agreement or, in the case of a Subservicer
subsequently appointed as such, on or prior to the date of such appointment. An
assessment of compliance provided by a Subcontractor pursuant to Section 2(c)(i)(C)
need not address any elements of the Servicing Criteria other than those specified by
the Company pursuant to Section 2(e).
(d) [Reserved]
(e) The Company shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Company as servicer under this Agreement or any
Reconstitution Agreement unless the Company complies with the provisions of clause (i)
of this Section. The Company shall not hire or otherwise utilize the services of any
Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the
services of any Subcontractor, to fulfill any of the obligations of the Company as
servicer under this Agreement or any Reconstitution Agreement unless the Company
complies with the provisions of 2(e)(ii) of this Section.
(i) It shall not be necessary for the Company to seek the consent of the
Purchaser, any Master Servicer or any Depositor to the utilization of any
Subservicer. The Company shall cause any Subservicer used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the
provisions of this Section and with Sections 2(a), 2(b), 2(c), 2(f)(iii), 2(f)(v) and
2(g) of this Agreement to the same extent as if such Subservicer were the Company, and
to provide the information required with respect to such Subservicer under Section
2(f)(iv) of this Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser and any Depositor any servicer compliance
statement required to be delivered by such Subservicer under Section 2(b), any
assessment of compliance and attestation required to be delivered by such Subservicer
under Section 2(c) and any certification required to be delivered to the Person that
will be responsible for signing the Sarbanes Certification under Section 2(c) as and
when required to be delivered.
(ii) It shall not be necessary for the Company to seek the consent of the
Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall
promptly upon request provide to the Purchaser and any Depositor (or any designee of
the Depositor, such as any Master Servicer or an administrator) a written description
(in form and substance satisfactory to the Purchaser, such Depositor and such Master
Servicer) of the role and function of each Subcontractor utilized by the Company or
any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if
any) of such Subcontractors are Participating Entities, and (C) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (B) of this paragraph.
As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the
Company shall cause any such Subcontractor used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions of
Sections 2(c) and 2(g) of this Agreement to the same extent as if such Subcontractor
were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any assessment of
compliance and attestation and the other certifications required to be delivered by
such Subservicer and such Subcontractor under Section 2(c), in each case as and when
required to be delivered.
(f) In connection with any Securitization Transaction the Company shall (1) within five Business
Days following request by the Purchaser or any Depositor, to provide to the Purchaser and such
Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to
provide), in writing and in form and substance reasonably satisfactory to the Purchaser and
such Depositor, the information and materials specified in paragraphs (i), (ii), (iii), (vi)
and (vii) of this Section 2(f), and (2) as promptly as practicable following notice to or
discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form
and substance reasonably satisfactory to the Purchaser and such Depositor) the information
specified in paragraph (iv) of this Section.
(i) If so requested by the Purchaser or any Depositor in connection with
a Securitization Transaction, the Company shall provide such information regarding (x)
the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage
Loans from a Qualified Correspondent), or (y) each Third-Party Originator, and (z) as
applicable, each Subservicer, as is requested for the purpose of compliance with Items
1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall
include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination program and
how long the originator has been engaged in originating residential mortgage
loans, which description shall include a discussion of the originator's
experience in originating mortgage loans of a similar type as the Mortgage
Loans; information regarding the size and composition of the originator's
origination portfolio; and information that may be material, in the good faith
judgment of the Purchaser or any Depositor, to an analysis of the performance
of the Mortgage Loans, including the originators' credit-granting or
underwriting criteria for mortgage loans of similar type(s) as the Mortgage
Loans and such other information as the Purchaser or any Depositor may
reasonably request for the purpose of compliance with Item 1110(b)(2) of
Regulation AB;
(C) a description of any material legal or governmental
proceedings pending (or known to be contemplated) of a type described in Item
1117 of Regulation AB against the Company, each Third-Party Originator and
each Subservicer; and
(D) a description of any affiliation or relationship of a type
described in Item 1119 of Regulation AB between the Company, each Third-Party
Originator, each Subservicer and any of the following parties to a
Securitization Transaction, as such parties are identified to the Company by
the Purchaser or any Depositor in writing in advance of such Securitization
Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, the Company shall
provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool
Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (a)
the Company, if the Company is an originator of Mortgage Loans (including as an
acquirer of Mortgage Loans from a Qualified Correspondent), and/or (b) each
Third-Party Originator. Such Static Pool Information shall be prepared by the Company
(or Third-Party Originator) on the basis of its reasonable, good faith interpretation
of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there
is reasonably available to the Company (or Third-Party Originator) Static Pool
Information with respect to more than one mortgage loan type, the Purchaser or any
Depositor shall be entitled to specify whether some or all of such information shall
be provided pursuant to this paragraph. The content of such Static Pool Information
may be in the form customarily provided by the Company, and need not be customized for
the Purchaser or any Depositor. Such Static Pool Information for each vintage
origination year or prior securitized pool, as applicable, shall be presented in
increments no less frequently than quarterly over the life of the mortgage loans
included in the vintage origination year or prior securitized pool. The most recent
periodic increment must be as of a date no later than 135 days prior to the date of
the prospectus or other offering document in which the Static Pool Information is to
be included or incorporated by reference. The Static Pool Information shall be
provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic
format reasonably required by the Purchaser or the Depositor, as applicable.
Promptly following notice or discovery of a material error in Static Pool Information
provided pursuant to the immediately preceding paragraph (including an omission to
include therein information required to be provided pursuant to such paragraph), the
Company shall provide corrected Static Pool Information to the Purchaser or any
Depositor, as applicable, in the same format in which Static Pool Information was
previously provided to such party by the Company.
If so requested by the Purchaser or any Depositor, the Company shall provide (or, as
applicable, cause each Third-Party Originator to provide), at the expense of the
requesting party (to the extent of any additional incremental expense associated with
delivery pursuant to this Agreement), such statements and agreed-upon procedures
letters of certified public accountants reasonably acceptable to the Purchaser or
Depositor, as applicable, pertaining to Static Pool Information relating to prior
securitized pools for securitizations closed on or after January 1, 2006 or, in the
case of Static Pool Information with respect to the Company's or Third-Party
Originator's originations or purchases, to calendar months commencing January 1, 2006,
as the Purchaser or such Depositor shall reasonably request. Such statements and
letters shall be addressed to and be for the benefit of such parties as the Purchaser
or such Depositor shall designate, which may include, by way of example, any Sponsor,
any Depositor and any broker dealer acting as underwriter, placement agent or initial
purchaser with respect to a Securitization Transaction. Any such statement or letter
may take the form of a standard, generally applicable document accompanied by a
reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor.
(iii) If so requested by the Purchaser or any Depositor, the Company shall
provide such information regarding the Company, as servicer of the Mortgage Loans, and
each Subservicer (each of the Company and each Subservicer, for purposes of this
paragraph, a "Servicer"), as is requested for the purpose of compliance with Items
1108, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:
(A) the Servicer's form of organization;
(1) (B) a description of how long the Servicer has
been servicing residential mortgage loans; a general discussion of the
Servicer's experience in servicing assets of any type as well as a more
detailed discussion of the Servicer's experience in, and procedures for, the
servicing function it will perform under this Agreement and any Reconstitution
Agreements; information regarding the size, composition and growth of the
Servicer's portfolio of residential mortgage loans of a type similar to the
Mortgage Loans and information on factors related to the Servicer that may be
material, in the good faith judgment of the Purchaser or any Depositor, to any
analysis of the servicing of the Mortgage Loans or the related asset-backed
securities, as applicable, including, without limitation:
(2) (1) whether any prior securitizations
of mortgage loans of a type similar to the Mortgage Loans
involving the Servicer have defaulted or experienced an
early amortization or other performance triggering event
because of servicing during the three-year period
immediately preceding the related Securitization Transaction;
(2) the extent of outsourcing the Servicer
utilizes;
(3) whether there has been previous disclosure
of material noncompliance with the applicable servicing
criteria with respect to other securitizations of
residential mortgage loans involving the Servicer as a
servicer during the three-year period immediately preceding
the related Securitization Transaction;
(4) whether the Servicer has been terminated
as servicer in a residential mortgage loan securitization,
either due to a servicing default or to application of a
servicing performance test or trigger; and
(5) such other information as the Purchaser or
any Depositor may reasonably request for the purpose of
compliance with Item 1108(b)(2) of Regulation AB;
(3) (C) a description of any material changes
during the three-year period immediately preceding the related Securitization
Transaction to the Servicer's policies or procedures with respect to the
servicing function it will perform under this Agreement and any Reconstitution
Agreements for mortgage loans of a type similar to the Mortgage Loans;
(4) (D) information regarding the Servicer's
financial condition, to the extent that there is a material risk that an
adverse financial event or circumstance involving the Servicer could have a
material adverse effect on the performance by the Company of its servicing
obligations under this Agreement or any Reconstitution Agreement;
(5) (E) information regarding advances made by the
Servicer on the Mortgage Loans and the Servicer's overall servicing portfolio
of residential mortgage loans for the three-year period immediately preceding
the related Securitization Transaction, which may be limited to a statement by
an authorized officer of the Servicer to the effect that the Servicer has made
all advances required to be made on residential mortgage loans serviced by it
during such period, or, if such statement would not be accurate, information
regarding the percentage and type of advances not made as required, and the
reasons for such failure to advance;
(6) (F) a description of the Servicer's processes
and procedures designed to address any special or unique factors involved in
servicing loans of a similar type as the Mortgage Loans;
(G) a description of the Servicer's processes for handling
delinquencies, losses, bankruptcies and recoveries, such as through
liquidation of mortgaged properties, sale of defaulted mortgage loans or
workouts;
(H) information as to how the Servicer defines or determines
delinquencies and charge-offs, including the effect of any grace period,
re-aging, restructuring, partial payments considered current or other
practices with respect to delinquency and loss experience; and
(I) a description of any material legal or governmental
proceedings pending (or known to be contemplated) against the Servicer;
(J) a description of any affiliation or relationship between the
Servicer and any of the following parties to a Securitization Transaction,
as such parties are identified to the Servicer by the Purchaser or any
Depositor in writing in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(iv) [For the purpose of satisfying the reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company shall
(or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt
notice to the Purchaser, and Master Servicer and any Depositor in writing of (A) any
material litigation or governmental proceedings of a type described in Item 1117 of
Regulation AB involving the Company, any Subservicer or any Third-Party Originator
(B)) any affiliations or relationships that develop following the closing date of a
Securitization between the Company, any Subservicer or any Third-Party Originator and
any of the parties specified in clause (D) of paragraph (i) of this Section 2(f) (and
any other parties identified in writing by the requesting party) with respect to such
Securitization Transaction, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of
substantially all of the assets of the Company, and (E) the Company's entry into any
agreement with a Subservicer to perform or assist in the performance of any of the
Company's obligations under this Agreement or any Reconstitution Agreement and (ii)
provide to the Purchaser and any Depositor a description of such proceedings,
affiliations or relationships. All notification pursuant to clause (A) should be sent
to:
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
With a copy to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx xxxxx
Xxx Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
Notifications pursuant to clause (B) should be sent to:
EMC Mortgage Corporation
Two Mac Xxxxxx Xxxxx
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Associate General Counsel for Loan Administration
Facsimile: (000) 000-0000
With copies to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx xxxxx
Xxx Xxxx, XX 00000
Attention: Global Credit Authorization
Facsimile: (000) 000-0000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
(v) As a condition to the succession to the Company or any Subservicer as
servicer or subservicer under this Agreement or any Reconstitution Agreement by any
Person (i) into which the Company or such Subservicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Company or any Subservicer, the
Company shall provide to the Purchaser, any Master Servicer and any Depositor, at
least 15 calendar days prior to the effective date of such succession or appointment,
(x) written notice to the Purchaser and any Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory to
the Purchaser and such Depositor, all information reasonably requested by the
Purchaser or any Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any class of asset-backed securities.
(vi) In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement,[ not later than
ten days prior to the deadline for the filing of any distribution report on Form 10-D
in respect of any Securitization Transaction that includes any of the Mortgage Loans
serviced by the Company or any Subservicer, the Company or such Subservicer, as
applicable, shall, but only to the extent the Company or such Subservicer has
knowledge, provide to the party responsible for filing such report (including, if
applicable, the Master Servicer) notice of the occurrence of any of the following
events along with all information, data, and material related thereto as may be
required to be included in the related distribution report on Form 10-D (as specified
in the provisions of Regulation AB referenced below):
i. any material modifications, extensions or waivers of Mortgage
Loans serviced by the Company or its Subservicer terms, fees,
penalties or payments during the distribution period or that
have cumulatively become material over time (Item 1121(a)(11)
of Regulation AB);
ii. material breaches of Mortgage Loans serviced by the Company or
its Subservicers representations or warranties or transaction
covenants (Item 1121(a)(12) of Regulation AB); and
iii.information regarding any Mortgage Loans serviced by the
Company or its Subservicers changes (such as, additions,
substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition or
selection of pool assets as it relates to a substitution (Item
1121(a)(14) of Regulation AB),
the Company shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any certification and,
no more than once a year, copies or other evidence of Fidelity Bond Insurance and
Errors and Omission Insurance Policy, financial information and reports, and such
other information related to the Company or any Subservicer or the Company or such
Subservicer's performance hereunder, which items may be accepted in the forms
acceptable to the Company's and Subservicer's regulators or the agencies. [ (i)
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each
of the following parties participating in a Securitization Transaction: each sponsor
and issuing entity; each Person (including, but not limited to, any Master Servicer,
if applicable) responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to such Securitization
Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each
broker dealer acting as underwriter, placement agent or initial purchaser, each Person
who controls any of such parties or the Depositor (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act); and the respective present and
former directors, officers, employees ,agents ] of each of the foregoing and of the
Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from
and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and expenses that any
of them may sustain arising out of or based upon:
(A)(1) any untrue statement of a material fact contained or alleged to be
contained in any information, report, certification, data, accountants' letter or
other material provided in written or electronic form under this Amendment Reg AB by
or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf
of any Subservicer, Subcontractor or Third-Party Originator (collectively, the
"Company Information"), or (2) the omission or alleged omission to state in the Company
Information a material fact required to be stated in the Company Information or
necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by way of clarification, that
clause (2) of this paragraph shall be construed solely by reference to the Company
Information and not to any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Company Information or any
portion thereof is presented together with or separately from such other information;
(B) any breach by the Company of its obligations under this agreement,
including particularly any failure by the Company, any Subservicer, any Subcontractor
or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Amendment Reg
AB, including any failure by the Company to identify pursuant to Section 2(e)(ii) any
Subcontractor "participating in the servicing function" within the meaning of Item
1122 of Regulation AB; or
(C) any breach by the Company of a representation or warranty set forth
in Section 2(a)(i) or in a writing furnished pursuant to Section
2(a)(ii) and made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that such breach is
not cured by such closing date, or any breach by the Company of a
representation or warranty in a writing furnished pursuant to Section
2(a)(ii) to the extent made as of a date subsequent to such closing
date.
(D) The negligence bad faith or willful misconduct of the Company in
connection with its performance under this Amendment.
If the indemnification provided for herein is unavailable or insufficient as
determined by a court of law to hold harmless an Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or payable by such
Indemnified Party as a result of any claims, losses, damages or liabilities
incurred by such Indemnified Party in such proportion as is appropriate to
reflect relative fault of such Indemnified Party on the one hand and the
Company on the other.
In the case of any failure of performance described in clause (i)(B) of this
Section 2(g), the Company shall promptly reimburse the Purchaser, any Depositor, as
applicable, and each Person responsible for the preparation, execution or filing of
any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction, for all costs reasonably incurred by each such party in order to obtain
the information, report, certification, accountants' letter or other material not
delivered as required by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
(ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report, certification, accountants'
letter or other material when and as required under this Amendment Reg AB, or any
breach by the Company of a representation or warranty set forth in Section 2(a)(i) or
in a writing furnished pursuant to Section 2(a)(ii) and made as of a date prior to the
closing date of the related Securitization Transaction, to the extent that such breach
is not cured by such closing date, or any breach by the Company of a representation or
warranty in a writing furnished pursuant to Section 2(a)(ii) to the extent made as of
a date subsequent to such closing date, shall, except as provided in clause (B) of
this paragraph, immediately and automatically, without notice or grace period,
constitute an Event of Default with respect to the Company under this Agreement and
any applicable Reconstitution Agreement, and shall entitle the Purchaser or any
Depositor, as applicable, in its sole discretion to terminate the rights and
obligations of the Company as servicer under this Agreement and/or any applicable
Reconstitution Agreement without payment (notwithstanding anything in this Agreement
or any applicable Reconstitution Agreement to the contrary) of any compensation to the
Company and if the Company is servicing any of the Mortgage Loans in a Securitization
Transaction appoint a successor servicer reasonably acceptable to any Master Servicer
for such Securitization Transaction; provided that to the extent that any provision of
this Agreement and/or any applicable Reconstitution Agreement expressly provides for
the survival of certain rights or obligations following termination of the Company as
servicer, such provision shall be given effect.
(B) Any failure by the Company, any Subservicer or any Subcontractor to
deliver any information, report, certification or accountants' letter when and as
required under Section 2(b) or 2(c), including (except as provided below) any failure
by the Company to identify pursuant to Section 2(e)(ii) any Subcontractor
"participating in the servicing function" within the meaning of Item 1122 of Regulation
AB, which continues unremedied for ten calendar days after the date on which such
information, report, certification or accountants' letter was required to be delivered
shall constitute an Event of Default with respect to the Company under this Agreement
and any applicable Reconstitution Agreement, and shall entitle the Purchaser, any
Master Servicer or any Depositor, as applicable, in its sole discretion to terminate
the rights and obligations of the Company as servicer under this Agreement and/or any
applicable Reconstitution Agreement without payment (notwithstanding anything in this
Agreement to the contrary) of any compensation to the Company; provided that to the
extent that any provision of this Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights or obligations
following termination of the Company as servicer, such provision shall be given effect.
Neither the Purchaser nor any Depositor shall be entitled to terminate the
rights and obligations of the Company pursuant to this subparagraph (ii)(B) if a
failure of the Company to identify a Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB was attributable solely to
the role or functions of such Subcontractor with respect to mortgage loans other than
the Mortgage Loans.
(C) The Company shall promptly reimburse the Purchaser (or any designee of the
Purchaser, such as a master servicer) and any Depositor, as applicable, for all
reasonable expenses incurred by the Purchaser (or such designee) or such Depositor as
such are incurred, in connection with the termination of the Company as servicer and
the transfer of servicing of the Mortgage Loans to a successor servicer. The
provisions of this paragraph shall not limit whatever rights the Purchaser or any
Depositor may have under other provisions of this Agreement and/or any applicable
Reconstitution Agreement or otherwise, whether in equity or at law, such as an action
for damages, specific performance or injunctive relief.
(iii) The Purchaser shall indemnify the Company, each affiliate of the Company and
each Person who controls the Company or such affiliate and their respective present
and former directors, officers, employees and agents, and hold each of them harmless
from and against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and expenses that
each of them may sustain arising out of or based upon any claims arising out of or in
connection with any information set forth in any offering document prepared in
connection with any Securitization Transaction other than a statement or omission
arising out of, resulting from, or based upon the Company Information.
For purposes of the Amendment and any related provisions thereto, each Master Servicer
shall be considered a third-party beneficiary of this Agreement, entitled to all the rights and
benefits hereof as if it were a direct party to this Agreement.
3. The Company acknowledges that a Subservicer or Subcontractor that performs services with respect to
mortgage loans involved in a Securitization Transaction in addition to the Mortgage Loans may
be determined by a Depositor to be a Participating Entity on the basis of the aggregate balance
of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a
Participating Entity with respect to the Mortgage Loans viewed in isolation. The Company shall
(A) respond as promptly as practicable to any good faith request by the Purchaser or any
Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each
Subservicer and each Subcontractor with respect to which the Purchaser or any Depositor
requests delivery of an assessment of compliance and accountants' attestation to deliver such
within the time required under Section 2(c).
4. Notwithstanding any other provision of this Amendment Reg AB, (i) the Company shall seek the
consent of the Purchaser for the utilization of all third party service providers, including
Subservicers and Subcontractors, when required by and in accordance with the terms of the
Existing Agreement and (ii) references to the Purchaser shall be deemed to include any
assignees or designees of the Purchaser, such as any Depositor, a master servicer or a trustee.
5. The Existing Agreement is hereby amended by adding the Exhibits attached hereto as Exhibit A and
Exhibit B to the end thereto.
6. References in this Amendment Reg AB to "this Agreement" or words of similar import (including
indirect references to the Agreement) shall be deemed to be references to the Existing
Agreement as amended by this Amendment Reg AB. Except as expressly amended and modified by
this Amendment Reg AB, the Agreement shall continue to be, and shall remain, in full force and
effect in accordance with its terms. In the event of a conflict between this Amendment Reg AB
and any other document or agreement, including without limitation the Existing Agreement, this
Amendment Reg AB shall control.
7. This Amendment Reg AB shall be governed by and construed in accordance with the laws of the State
of New York, or federal law as applicable, without reference to its conflict of law provisions
(other than Section 5-1401 of the General Obligations Law), and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such laws.
8. This Amendment Reg AB may be executed in one or more counterparts and by different parties hereto
on separate counterparts, each of which, when so executed, shall constitute one and the same
agreement.
9. This Amendment Reg AB shall bind and inure to the benefit of and be enforceable by the Company and
the Purchaser and the respective permitted successors and assigns of the Company and the
successors and assigns of the Purchaser.
10. This Amendment Reg AB will become effective as of the date first mentioned above. This Amendment
Reg AB shall not be assigned, pledged or hypothecated by the Company to a third party without
the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in
its sole discretion. The Existing Agreement as amended by this Amendment Reg AB may be
assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one
or more of the Mortgage Loans, without the consent of the Company. There shall be no
limitation on the number of assignments or transfers allowable by the Purchaser with respect to
the Mortgage Loans and this Amendment Reg AB and the Existing Agreement.
11. Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose of this Amendment Reg AB
is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only
to offerings of asset-backed securities that are registered under the Securities Act, the Company
acknowledges that investors in privately offered securities may require that the Purchaser or any
Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to
compliance with Regulation AB include provision of comparable disclosure in private offerings.
Neither the Purchaser nor any Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder (or the provision in a private offering of disclosure comparable to that required
under the Securities Act). The Company acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or
its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or
otherwise, and agrees to comply with requests made by the Purchaser, any Master Servicer or any
Depositor in good faith for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or
designees), any Master Servicer and any Depositor, any and all statements, reports, certifications,
records and any other information necessary in the good faith determination of the Purchaser, any Master
Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with
the provisions of Regulation AB, together with such disclosures relating to the Company, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Purchaser, any Master Servicer or any Depositor to be necessary in order to
effect such compliance.
The Purchaser (including any of its assignees or designees) shall cooperate with the Company by
providing timely notice of requests for information under these provisions and by reasonably limiting
such requests to information required, in the Purchaser's reasonable judgment, to comply with Regulation
AB.
For purposes of clarification, the provisions, covenants and or requirements of this Amendment
are only applicable with respect to those Mortgage Loans being securitized in a Securitization
Transaction
[Signatures Commence on Following Page]
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
Purchaser
By: _________________________________
Name: _______________________________
Title: ______________________________
HSBC Mortgage Corporation (USA)
Company
By: _________________________________
Name: _______________________________
Title: ______________________________
EXHIBIT A
FORM OF ANNUAL CERTIFICATION
I. The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"),
among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of [NAME OF COMPANY (the
"Company")], certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon
this certification, that:
(1) I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in the light of the circumstances under which such
statements were made, not misleading with respect to the period of time covered by the Company
Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
(4) I am responsible for reviewing the activities performed by the Company as
servicer under the Agreement, and based on my knowledge and the compliance review conducted in
preparing the Compliance Statement and except as disclosed in the Compliance Statement, the
Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to
the Agreement, and the Servicing Assessment and Attestation Report required to be provided by
the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been
provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any
material instance of noncompliance with the Servicing Criteria has been disclosed in such
reports.
1.
Date: _________________________
By: ________________________________
Name:
Title:
EXHIBIT B
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
------------------------------------------------------------------------------------------ ----------------------
Applicable Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------------------ ----------------------
Reference Criteria
-------------------- --------------------------------------------------------------------- ----------------------
General Servicing Considerations
-------------------- ----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance x
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- ----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third x
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
-------------------- ----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
-------------------- ----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the x
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- ----------------------
Cash Collection and Administration
-------------------- ----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate x
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
-------------------- ----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to x
an investor are made only by authorized personnel.
-------------------- ----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows x
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
-------------------- ----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with x
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
-------------------- ----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured x
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
-------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
-------------------- ----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all x
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
-------------------- ----------------------
Investor Remittances and Reporting
-------------------- ----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
-------------------- ----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
-------------------- ----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- ----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
-------------------- ----------------------
Pool Asset Administration X
-------------------- ----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
-------------------- ----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
-------------------- ----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
-------------------- ----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
-------------------- ----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
-------------------- ----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
-------------------- ----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
-------------------- ----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
-------------------- ----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
-------------------- ----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
-------------------- ----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
-------------------- ----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
-------------------- ----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
-------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
-------------------- ----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
-------------------- ----------------------
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-------------------- --------------------------------------------------------------------- ----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: ________________________________
Name:
Title:
EXHIBIT H-6
EMC MORTGAGE CORPORATION
Purchaser,
MID AMERICA BANK, FSB
Company,
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of February 1, 2006
(Fixed and Adjustable Rate Mortgage Loans)
TABLE OF CONTENTS
ARTICLE I
TABLE OF CONTENTS
ARTICLE I
Section 1.01 Defined Terms.............................................................................1
ARTICLE II
Section 2.01 Agreement to Purchase....................................................................15
Section 2.02 Purchase Price...........................................................................15
Section 2.03 Reserved.................................................................................16
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files............16
Section 2.05 Books and Records........................................................................16
Section 2.06 Transfer of Mortgage Loans...............................................................17
Section 2.07 Delivery of Mortgage Loan Documents......................................................17
Section 2.08 Quality Control Procedures...............................................................19
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults..............................19
ARTICLE III
Section 3.01 Representations and Warranties of the Company............................................21
Section 3.02 Representations and Warranties as to Individual Mortgage Loans...........................23
Section 3.03 Repurchase; Substitution.................................................................34
Section 3.04 Representations and Warranties of the Purchaser..........................................36
ARTICLE IV
Section 4.01 Company to Act as Servicer...............................................................38
Section 4.02 Collection of Mortgage Loan Payments.....................................................41
Section 4.03 Realization Upon Defaulted Mortgage Loans................................................41
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts......................43
Section 4.05 Permitted Withdrawals from the Custodial Account.........................................44
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts............................45
Section 4.07 Permitted Withdrawals From Escrow Account................................................46
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder...............................................46
Section 4.09 Transfer of Accounts.....................................................................47
Section 4.10 Maintenance of Hazard Insurance..........................................................48
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy......................................48
Section 4.12 Fidelity Bond, Errors and Omissions Insurance............................................49
Section 4.13 Title, Management and Disposition of REO Property........................................50
Section 4.14 Notification of Maturity Date............................................................51
ARTICLE V
Section 5.01 Distributions............................................................................52
Section 5.02 Statements to the Purchaser..............................................................52
Section 5.03 Monthly Advances by the Company..........................................................53
Section 5.04 Liquidation Reports......................................................................54
ARTICLE VI
Section 6.01 Assumption Agreements....................................................................55
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files..................................56
Section 6.03 Servicing Compensation...................................................................57
Section 6.04 Reserved.................................................................................57
Section 6.05 Reserved.................................................................................57
Section 6.06 Purchaser's Right to Examine Company Records.............................................57
ARTICLE VII
Section 7.01 Company Shall Provide Information as Reasonably Required.................................57
ARTICLE VIII
Section 8.01 Indemnification; Third Party Claims......................................................59
Section 8.02 Merger or Consolidation of the Company...................................................59
Section 8.03 Limitation on Liability of the Company and Others........................................60
Section 8.04 Company Not to Assign or Resign..........................................................60
Section 8.05 No Transfer of Servicing.................................................................60
ARTICLE IX
Section 9.01 Events of Default........................................................................62
Section 9.02 Waiver of Defaults.......................................................................63
ARTICLE X
Section 10.01 Termination.............................................................................64
ARTICLE XI
Section 11.01 Successor to the Company................................................................64
Section 11.02 Amendment...............................................................................65
Section 11.03 Reserved................................................................................65
Section 11.04 Governing Law...........................................................................65
Section 11.05 Notices.................................................................................65
Section 11.06 Severability of Provisions..............................................................66
Section 11.07 Exhibits................................................................................67
Section 11.08 General Interpretive Principles.........................................................67
Section 11.09 Reproduction of Documents...............................................................67
Section 11.10 Confidentiality of Information..........................................................68
Section 11.11 Recordation of Assignment of Mortgage...................................................68
Section 11.12 Assignment..............................................................................68
Section 11.13 No Partnership..........................................................................69
Section 11.14 Signature Pages/Counterparts;Successors and Assigns.....................................69
Section 11.15 Entire Agreement........................................................................69
Section 11.16 No Solicitation.........................................................................69
Section 11.17 Closing.................................................................................70
Section 11.18 Reserved................................................................................70
Section 11.19 Monthly Reporting with Respect to a Reconstitution......................................70
EXHIBITS
A Contents of Mortgage File
B Custodial Account Letter Agreement
C Escrow Account Letter Agreement
D Form of Purchase, Assignment, Assumption and Recognition Agreement
E Form of Trial Balance
F [Reserved]
G Request for Release of Documents and Receipt
H Company's Underwriting Guidelines
I Term Sheet
J Reconstituted Mortgage Loan Reporting
This is a Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006 and is
executed between EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac Xxxxxx Xxxxx XX,
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, and Mid America Bank, fsb, with offices located
at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxx 00000.
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has
heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing
retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security
instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the
Mortgage Loan Schedule, which is annexed to the related Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of
the Company with respect to itself and the Mortgage Loans and the management, servicing and control of
the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser
and the Company agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices (including collection procedures) of prudent mortgage banking institutions which service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, and which are in accordance with Xxxxxx Mae servicing practices and procedures, for
MBS pool mortgages, as defined in the Xxxxxx Xxx Guides including future updates.
Adjustment Date: With respect to each adjustable rate Mortgage Loan, the date on which the
Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the Origination Date of the Mortgage Loan by a
Qualified Appraiser.
Assignment: An individual 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 of record the sale or transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the
State of New York or State of Illinois, or (iii) a day on which banks in the State of New York or State
of Illinois are authorized or obligated by law or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: Mid America Bank, fsb, its successors in interest and assigns, as permitted by
this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President,
any Vice President, Secretary or Treasurer of the Company stating the date by which the Company expects
to receive any missing documents sent for recording from the applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be released to a Mortgagor in accordance with the terms of the related
Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which
relates to the Mortgage Loans.
Consumer Information: Information including, but not limited to, all personal information about
Mortgagors that is supplied to the Purchaser by or on behalf of the Company.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by the Mortgagor and relating to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a
residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as
determined by an appraisal made for the Company (by a Qualified Appraiser) at the request of a Mortgagor
for the purpose of canceling a Primary Mortgage Insurance Policy in accordance with federal, state and
local laws and regulations or otherwise made at the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current
Appraised Value of the Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to
Section 4.04 which shall be entitled "Mid America Bank, fsb, in trust for the [Purchaser], Owner of
Mortgage Loans" and shall be established in an Eligible Account, in the name of the Person that is the
"Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and
its successors and assigns, as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the related Remittance Date.
Due Date: With respect to each Mortgage Loan, the day of the month on which the Monthly Payment
is due on a Mortgage Loan, exclusive of any days of grace, which is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of
the month preceding the month of such Remittance Date and ending on the first day of the month of the
Remittance Date.
Electronic Transmission: As defined in Section 11.14.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts
created, maintained and monitored by the Company so that all funds deposited therein are fully insured,
or (ii) as a trust account with the corporate trust department of a depository institution or trust
company organized under the laws of the United States of America or any one of the states thereof or the
District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an
entity which is an institution whose deposits are insured by the FDIC, the unsecured and
uncollateralized long-term debt obligations of which shall be rated "A2" or higher by Standard & Poor's
and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating
Agency, and which is either (a) a federal savings association duly organized, validly existing and in
good standing under the federal banking laws, (b) an institution duly organized, validly existing and in
good standing under the applicable banking laws of any state, (c) a national banking association under
the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership
of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans
shall be fully protected against the claims of any creditors of the Company (or any sub-servicer) and of
any creditors or depositors of the institution in which such account is maintained or (v) in a separate
non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a
Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the
Company shall provide the Purchaser with written notice on the Business Day following the date on which
the applicable institution fails to meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of
the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial
Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt
ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which
were in excess of the outstanding principal balance of the existing mortgage loan as defined in the
Xxxxxx Xxx Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to
Section 4.06 which shall be entitled "Mid America Bank, fsb, in trust for the [Purchaser], Owner of
Mortgage Loans, and various Mortgagors", in the name of the Person that is the "Purchaser" with respect
to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and
hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Xxxxxx Mae: The Federal National Mortgage Association, or any successor thereto.
Xxxxxx Xxx Guide(s): The Xxxxxx Mae Selling Guide and the Xxxxxx Xxx Servicing Guide and all
amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended,
from time to time, and in effect.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the
month following the month in which the related Closing Date occurs.
GAAP: Generally accepted accounting principles in the United States of America, consistently
applied.
HUD: The United States Department of Housing and Urban Development, or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the
Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the
interest rate thereon.
Initial Rate Cap: With respect to each adjustable rate Mortgage Loan, where applicable, the
maximum increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
Lender Paid Mortgage Insurance Rate: A rate per annum equal to the percentage shown on the
Mortgage Loan Schedule.
Lender Primary Mortgage Insurance Policy: Any Primary Mortgage Insurance Policy for which
premiums are paid by the Company.
Lifetime Rate Cap: With respect to each adjustable rate Mortgage Loan, the maximum Mortgage
Interest Rate over the term of such Mortgage Loan.
Liquidation Proceeds: The proceeds received in connection with the liquidation of a defaulted
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure
sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original
outstanding principal amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property
with respect to a Refinanced Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged
Property or the Sales Price of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set
forth in each related Mortgage Note which is added to the Index in order to determine the related
Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date
pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan
which is payable by a Mortgagor under the related Mortgage Note.
Mortgage: With respect to each Mortgage Loan, the mortgage, deed of trust or other instrument
securing a Mortgage Note which creates a first lien or first priority ownership in an estate in fee
simple in real property on the Mortgaged Property.
Mortgage File: The Mortgage Loan Documents pertaining to a particular Mortgage Loan, and any
additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy
as described in Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which
may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the
provisions of the related Mortgage Note.
Mortgage Loan: Each mortgage loan originally sold to the Purchaser and subject to this
Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which
Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds,
and all other rights, benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan, excluding replaced or repurchased Mortgage Loans.
Mortgage Loan Documents: The documents listed in Exhibit A hereto pertaining to any Mortgage
Loan.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest
remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee
Rate minus the Lender Paid Mortgage Insurance Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such
schedule setting forth the following information with respect to each Mortgage Loan sold pursuant to
such Term Sheet:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or
an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(8) the original months to maturity of the Mortgage Loan;
(9) the remaining months to maturity from the related Cut-off Date, based on the original
amortization schedule and, if different, the maturity expressed in the same manner but based on the
actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with
respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date
immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any,
Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of
business on the related Cut-off Date, after deduction of payments of principal due on or before the
related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, Equity Take-Out Refinanced Mortgage Loan);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing
Date that any Monthly Payment has been received after the month of its scheduled Due Date;
(19) the date on which the first payment is or was due;
(21) a code indicating whether or not the Mortgage Loan is the subject of a Primary
Mortgage Insurance Policy and the name of the related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the
conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid
principal balance of the Mortgage Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(25) credit score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary
Mortgage Insurance Policy and the name of the related insurance carrier and the Lender Paid Mortgage
Insurance Rate;
(32) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so,
the amount and term thereof;
(33) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(34) whether such Mortgage Loan is a "Home Loan", "Covered Home Loan", "Manufactured
Housing" or "Home Improvement Loan" as defined in the New Jersey Home Ownership Security Act of 2002;
(35) whether the Mortgage Loan has a mandatory arbitration clause; and
(36) whether the Mortgage Loan is "interest-only" "negative amortization".
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the
related Term Sheet shall set forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The original executed note or other evidence of the indebtedness of a Mortgagor
secured by a Mortgage.
Mortgaged Property: With respect to each Mortgage Loan, the underlying real property securing
repayment of the related Mortgage Note, consisting of a single parcel of real estate considered to be
real estate under the laws of the state in which such real property is located which may include
condominium units and planned unit developments, improved by a residential dwelling; except that with
respect to real property located in jurisdictions in which the use of leasehold estates for residential
properties is a widely-accepted practice, a leasehold estate of the Mortgage, the term of which is equal
to or longer than the term of the Mortgage.
Mortgagor: With respect to each Mortgage Loan, the obligor on the related Mortgage Note.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made
or proposed to be made by the Company pursuant to this Agreement, that, in the good faith judgment of
the Company, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it
from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds or otherwise with respect to the related Mortgage Loan.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries 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, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in
connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but
rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, or any successor thereto.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or
all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of
publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or
in part, of some or all of the Mortgage Loans.
Periodic Rate Cap: With respect to each adjustable rate Mortgage Loan, the maximum increase or
decrease in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note
and the related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United States of
America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any
depository institution or trust company incorporated under the laws of the United States of America
or any state thereof and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating and/or the
long-term unsecured debt obligations or deposits of such depository institution or trust company at
the time of such investment or contractual commitment providing for such investment are rated in
one of the two highest rating categories by each Rating Agency and (b) any other demand or time
deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with
respect to (a) any security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) described in clause
(ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof that
are rated in one of the two highest rating categories by each Rating Agency at the
time of such investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation will not be
Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as
Permitted Investments to exceed 10% of the aggregate outstanding principal balances of
all of the Mortgage Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) which are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each
Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities and which money
market funds are rated in one of the two highest rating categories by each Rating
Agency;
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal and interest with a yield to
maturity in excess of 120% of the yield to maturity at par or if such investment or security is
purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan
that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to
the excess of one month's interest at the applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate)
actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the
month in which such Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be
in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company
pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the
average rate in the Wall Street Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or
partial which is received in advance of its scheduled Due Date, including any prepayment penalty or
premium thereon and 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.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct
or indirect in the related Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and
the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the
regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: A mortgage insurance company duly authorized and licensed as such under the
laws of the states in which the related Mortgaged Property is located and approved as an insurer by
Xxxxxx Xxx or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the
ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized
rating agencies issuing ratings with respect to such securities, if any.
Reconstituted Mortgage Loans: As defined in Section 11.19.
Reconstitution: As defined in Section 11.18.
Reconstitution Agreement: As defined in Section 11.18.
Reconstitution Date: As defined in Section 11.18.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in
whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of
the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if
such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as
described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the
greater of (x) 100% or (y) the percentage of par as stated in the related Term Sheet; multiplied by the
Stated Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such Stated
Principal Balance at the Mortgage Loan Remittance Rate from the last date through which interest has
been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) reasonable
and necessary third party expenses incurred in connection with the transfer of the Mortgage Loan being
repurchased; less amounts received or advanced in respect of such repurchased Mortgage Loan which are
being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the
Mortgagor to acquire the related Mortgaged Property, the amount paid by the related Mortgagor for such
Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of
its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration
and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
or any legal work or advice specifically related to servicing the Mortgage Loans, including but not
limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by
subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage
Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to
which such expenses relate and, upon the Purchaser's request, provides documentation supporting such
expense (which documentation would be acceptable to Xxxxxx Xxx), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation,
warranty or covenant of the Company hereunder), (c) the management and liquidation of the Mortgaged
Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d)
taxes, assessments, water rates, sewer rates and other charges which are or may become a lien upon the
Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance
coverage, (e) any expenses reasonably sustained by the Company with respect to the liquidation of the
Mortgaged Property in accordance with the terms of this Agreement and (f) compliance with the
obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the unpaid 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 the Company, or as otherwise provided under Section 4.05(iii) and
in accordance with the Xxxxxx Mae Guide(s). Any fee payable to the Company for administrative services
related to any REO Property as described in Section 4.13 shall be payable from Liquidation Proceeds of
the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company
consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser
and copies of the Mortgage Loan Documents listed in Exhibit A, the originals of which are delivered to
the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the
principal balance of such 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 Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the
servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be
executed and delivered by the Company and the Purchaser to provide for the sale and servicing pursuant
to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto, which
supplemental agreement shall contain certain specific information relating to such sale of such Mortgage
Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
Whole Loan Transfer: As defined in Section 11.18.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
From time to time, the Company agrees to sell and the Purchaser agrees to purchase the Mortgage
Loans having an aggregate Stated Principal Balance on the related Cut-off Date set forth in the related
Term Sheet in an amount as set forth in the Confirmation, or in such other amount as agreed by the
Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company.
The Company shall deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the
Mortgage Loans to be purchased on the related Closing Date to the Purchaser at least two (2) Business
Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and
the related Term Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The "Purchase Price" for each Mortgage Loan shall be the percentage of par as stated in the
related Term Sheet, multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the
Mortgage Loan listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after
application of scheduled payments of principal due on or before the related Cut-off Date whether or not
collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company,
at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related
Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date
through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid
on the related Closing Date by wire transfer of immediately available funds.
The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off
Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided,
however, that all scheduled payments of principal due on or before the related Cut-off Date and
collected by the Company or any successor servicer after the related Cut-off Date shall belong to the
Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus
that portion of any such payment which is allocable to the period prior to the related Cut-off Date).
The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after
application of payments of principal due on or before the related Cut-off Date whether or not collected,
together with any unscheduled principal prepayments collected prior to the related Cut-off Date;
provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the
related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such
prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The
Company shall deposit any such prepaid amounts into the Custodial Account, which account is established
for the benefit of the Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 [Reserved]
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed
to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges
that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the
right, title and interest of the Company in and to the Mortgage Loans. The Company will deliver the
Mortgage Files to the Custodian designated by the Purchaser, on or before the related Closing Date, at
the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the
contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to
the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans.
The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a
custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including
the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits,
proceeds and obligations arising therefrom or in connection therewith, has been vested in the
Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds
received on or in connection with the Mortgage Loans and all records or documents with respect to the
Mortgage Loans prepared by or which come into the possession of the Company shall be received and held
by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any
portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company
shall release its custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as incidental to the Company's
servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with
respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall
not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other
financial statements as a sale of assets by the Company. The Company shall be responsible for
maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall
be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available
for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and regulations, and requirements
of Xxxxxx Xxx or FHLMC, as applicable, including but not limited to documentation as to the method used
in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as
amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium
project as required by Xxxxxx Mae or FHLMC, and periodic inspection reports as required by Section
4.13. To the extent that original documents are not required for purposes of realization of Liquidation
Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for
inspection by the Purchaser or its designee the related Servicing File during the time the Purchaser
retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
In addition to the foregoing, the Company shall provide to any supervisory agents or examiners
that regulate the Purchaser, including but not limited to, the OTS, the FDIC and other similar entities,
access, during normal business hours, upon reasonable advance notice to the Company and without cost to
the Company or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans
that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such
reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof.
For the purposes of this Agreement, the Company shall be under no obligation to deal with any person
with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage
Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of
the Company show such person as the owner of the Mortgage Loan. 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 a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart
of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the
form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The
Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall xxxx its books and records to reflect the ownership of the Mortgage Loans of such
assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to
the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.
The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan
Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents
enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be
delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to
the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A
hereto, together with all other documents executed in connection with the Mortgage Loan that the Company
may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company
cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance,
including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon
receipt thereof and in any case not later than 150 days from the related Closing Date, deliver such
original documents, including original recorded documents, to the Purchaser or its designee (unless the
Company is delayed in making such delivery by reason of the fact that such documents shall not have been
returned by the appropriate recording office). If delivery is not completed within 150 days solely due
to delays in making such delivery by reason of the fact that such documents shall not have been returned
by the appropriate recording office, the Company shall deliver such document to Purchaser, or its
designee, within such time period as specified in a Company's Officer's Certificate. In the event that
documents have not been received by the date specified in the Company's Officer's Certificate, a
subsequent Company's Officer's Certificate shall be delivered by such date specified in the prior
Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure
shall be repeated until the documents have been received and delivered. If delivery is not completed
within 270 days solely due to delays in making such delivery by reason of the fact that such documents
shall not have been returned by the appropriate recording office, the Company shall continue to use its
best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not
delivered by the 330th day from the date of the related Closing Date, the Company shall repurchase the
related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof unless the Company
provides evidence that such non-delivery is solely due to delays by the appropriate recording office.
The Company shall pay all initial recording fees, if any, for the assignments of mortgage and
any other fees in connection with the transfer of all original documents to the Purchaser or its
designee. The Company shall prepare, in recordable form, all assignments of mortgage necessary to
assign the Mortgage Loans to the Purchaser, or its designee. The Company shall be responsible for
recording the assignments of mortgage as directed by the Purchaser.
The Company shall provide an original or duplicate original of the title insurance policy to
the Purchaser or its designee within ninety (90) days of the receipt of the recorded documents (required
for issuance of such policy) from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or
reduce the Company's obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the
Purchaser shall, or shall cause its designee to, give written specification of such defect to the
Company which may be given in the exception report attached as an exhibit to the related Term Sheet or
the certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall
cure or repurchase such Mortgage Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance
with Section 4.01 or 6.01 within thirty (30) days of their execution; provided, however, that the
Company shall provide the Purchaser, or its designee, with a certified true copy of any such document
submitted for recordation within thirty (30) days of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 120 days of its submission for
recordation.
From time to time, the Company may have a need (other than in connection with a payment in
full, which is described more fully in Section 6.02 herein) for Mortgage Loan Documents to be released
from the Purchaser, or its designee. The Purchaser shall, or shall cause its designee, upon the written
request of the Company in the form attached hereto as Exhibit G, within ten (10) Business Days, deliver
to the Company, any requested documentation previously delivered to the Purchaser as part of the
Mortgage File, provided that such documentation is promptly returned to the Purchaser, or its designee,
when the Company no longer requires possession of the document, and provided that during the time that
any such documentation is held by the Company, such possession is in trust for the benefit of the
Purchaser.
Section 2.08 Quality Control Procedures.
The Company must have an internal quality control program that verifies, on a regular basis,
the existence and accuracy of the legal documents, credit documents, property appraisals, and
underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of
its loan production and servicing activities. The program is to ensure that the Mortgage Loans are
originated and serviced in accordance with prudent mortgage banking practices and accounting principles;
guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults.
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three
months (unless such other period is set forth in the related Confirmation and Term Sheet) after the
related Closing Date, the Company shall, upon written notice thereof from the Purchaser received by the
Company within sixty (60) days of the date of such prepayment in full, remit to the Purchaser an amount
equal to the excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such
Principal Prepayment in full. Such remittance shall be made by the Company to the Purchaser no later
than the seventh Business Day following receipt of such notice of Principal Prepayment by the Purchaser.
In the event either of the first three (3) scheduled Monthly Payments (unless such other
number of Monthly Payments is set forth in the related Confirmation or Term Sheet) which are due under
any Mortgage Loan after the related Cut-off Date are not made during the month in which such Monthly
Payments are due, then not later than seven (7) Business Days after written notice to the Company by the
Purchaser (and at the Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from
the Purchaser pursuant to the repurchase provisions contained in Subsection 3.03. However, if the
Company provides evidence satisfactory to the Purchaser that the delinquency was due to a servicing set
up error, no repurchase shall be required.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.
The Company represents, warrants and covenants to the Purchaser that, as of the related Closing
Date or as of such date specifically provided herein:
(a) The Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all licenses necessary to carry out its business as now being
conducted, and is licensed and qualified to transact business in and is in good standing under the laws
of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law
from such licensing or qualification or is otherwise not required under applicable law to effect such
licensing or qualification and no demand for such licensing or qualification has been made upon the
Company by any such state, and in any event the Company is in material compliance with the laws of any
such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing
of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has adequate power and authority and legal right to hold each Mortgage Loan,
to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all
transactions contemplated by this Agreement and the related Term Sheet. The Company has duly authorized
the execution, delivery and performance of this Agreement and the related Term Sheet and any agreements
contemplated hereby, has duly executed and delivered this Agreement and the related Term Sheet, and any
agreements contemplated hereby, and, assuming due authorization, execution and delivery by the
Purchaser, this Agreement and the related Term Sheet and each Assignment to the Purchaser and any
agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as enforceability thereof may be limited by
bankruptcy, insolvency or reorganization;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the
origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the
Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance
with the terms and conditions of this Agreement and the related Term Sheet will violate the Company's
charter or by-laws or constitute a default under or result in a material breach or acceleration of any
material agreement or instrument to which the Company is now a party or by which it is bound, or result
in the material violation of any law, rule, regulation, order, judgment or decree to which the Company
or its properties are subject, or impair the ability of the Purchaser to enforce its rights under the
Mortgage Loans.
(d) There is no action, suit, proceeding or investigation pending or, to the best of the
Company's knowledge, threatened against the Company, or any order or decree outstanding, with respect to
the Company which, either in any one instance or in the aggregate, could reasonably be expected to have
a material adverse effect on the financial condition of the Company or seeks to prevent the
consummation, performance or enforceability of any of the transactions contemplated by this Agreement.
(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Company of or compliance by the Company
with this Agreement or the related Term Sheet, or the consummation of the transactions contemplated by
this Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders
which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term
Sheet is in the ordinary course of business of the Company, and the transfer, assignment and conveyance
of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the related Term
Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any applicable
jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or
servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with
applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and
prudent in the mortgage origination and servicing business. Each Mortgage Loan is being (and has been)
serviced in accordance with Accepted Servicing Practices and applicable state and federal laws,
including, without limitation, the Federal Truth-In-Lending Act and other consumer protection laws, real
estate settlement procedures, usury, equal credit opportunity and disclosure laws. With respect to
escrow deposits and payments that the Company, on behalf of an investor, is entitled to collect, all
such payments are in the possession of, or under the control of, the Company, and there exist no
deficiencies in connection therewith for which customary arrangements for repayment thereof have not
been made. All escrow payments have been collected in full compliance with state and federal law and
the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject
of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount
sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been
capitalized under any Mortgage or the related Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less
desirable or valuable than other comparable mortgage loans in the Company's portfolio at the related
Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for
reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;
(j) The Company is an approved seller/servicer of residential mortgage loans for Xxxxxx Mae,
FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such
mortgage loans. The Company is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by the OTS, and is in good standing to sell mortgage loans to and service
mortgage loans for Xxxxxx Xxx and FHLMC and no event has occurred which would make the Company unable to
comply with eligibility requirements or which would require notification to either Xxxxxx Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it
cannot perform each and every covenant contained in this Agreement or the related Term Sheet. The
Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent.
The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the
Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of,
the Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions
contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading
in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing Fee shall be treated by the
Company, for accounting and tax purposes, as compensation for the servicing and administration of the
Mortgage Loans pursuant to this Agreement. In the opinion of the Company, the consideration received by
the Company upon the sale of the Mortgage Loans to the Purchaser under this Agreement and the related
Term Sheet constitutes fair consideration for the Mortgage Loans under current market conditions.
(n) The Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years as requested. All such financial information fairly presents the
pertinent results of operations and financial position for the period identified and has been prepared
in accordance with GAAP throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the business, operations, financial condition, properties or assets of the
Company since the date of the Company's financial information that would have a material adverse effect
on its ability to perform its obligations under this Agreement; and
(o) The Company has not dealt with any broker, investment banker, agent or other person that
may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
The Company hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of
the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term
Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage is a valid, existing and enforceable first lien or a first priority ownership
interest in an estate in fee simple in real property on the Mortgaged Property securing the related
Mortgage Note subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made;
there are no material defaults under the terms of the Mortgage Loan; the Company has not advanced its
own funds, or induced, solicited or knowingly received any advance of funds from a party other than the
owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required
by the Mortgage Loan. All of the Mortgage Loans will have an actual interest paid to date of their
related Cut-off Date (or later) and will be due for the scheduled monthly payment next succeeding the
Cut-off Date (or later), as evidenced by a posting to the Company's servicing collection system. No
payment under any Mortgage Loan is delinquent nor has any scheduled payment been delinquent at any time
during the twelve (12) months prior to the month of the related Closing Date. For purposes of this
paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the
Mortgagor in the month such payment was due;
(d) There are no defaults by the Company in complying with the terms of the Mortgage, and all
taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing have been paid, or escrow funds have been
established in an amount sufficient to pay for every such escrowed item which remains unpaid and which
has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or
modified in any respect, except by written instruments which have been recorded to the extent any such
recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of
waiver, alteration or modification has been executed except in connection with a modification agreement
and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement and which assumption agreement is part
of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the
substance of any such waiver, alteration or modification has been approved by the issuer of any related
Primary Mortgage Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance policy,
to the extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off,
counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render
the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are
insured by a Qualified Insurer, against loss by fire, hazards of extended coverage and such other
hazards as are provided for in the Xxxxxx Xxx or FHLMC Guide, as well as all additional requirements set
forth in Section 4.10 of this Agreement. All such insurance policies are in full force and effect and
contain a standard mortgagee clause naming the Company and its successors in interest and assigns as
loss payee and such clause is still in effect and all premiums due thereon have been paid. If required
by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood
insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to Xxxxxx Mae or FHLMC requirements, as well as all additional
requirements set forth in Section 4.10 of this Agreement. Such policy was issued by a Qualified
Insurer. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor. Neither the Company (nor any prior originator or servicer of any of the
Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair
the coverage of any such policy, the benefits of the endorsement provided for therein, or the validity
and binding effect of either;
(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local,
state and federal laws, regulations and other requirements including, without limitation, usury, equal
credit opportunity, real estate settlement procedures, the Federal Truth-In-Lending Act, disclosure laws
and all applicable predatory and abusive lending laws and consummation of the transactions contemplated
hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will
not involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a)
Mortgage Loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the
regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as
amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as a
"high cost", "threshold", "predatory" "high risk home loan" or "covered" loan (or a similarly classified
loan using different terminology under a law imposing additional legal liability for mortgage loans
having high interest rates, points and or/fees) under any other applicable state, federal or local law
including, but not limited to, the States of Georgia, New York, North Carolina, Arkansas, Kentucky or
New Mexico, (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the
"Act"), unless such Mortgage Loan is a (1) "Home Loan" as defined in the Act that is a first lien
Mortgage Loan, which is not a "High Cost Home Loan" as defined in the Act or (2) "Covered Home Loan" as
defined in the Act that is a first lien purchase money Mortgage Loan, which is not a High Cost Home Loan
under the Act, or (d) secured by Mortgaged Property in the Commonwealth of Massachusetts with a loan
application date on or after November 7, 2004 that refinances a mortgage loan that is less than sixty
(60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the requirements
set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR 53.04(1)(b), or (iii) meets the
requirements set forth in the 209 CMR 53.04(1)(c). In addition to and notwithstanding anything to the
contrary herein, no Mortgage Loan for which the Mortgaged Property is located in New Jersey is a Home
Loan as defined in the Act that was made, arranged, or assigned by a person selling either a
manufactured home or home improvements to the Mortgaged Property or was made by an originator to whom
the Mortgagor was referred by any such seller. The Company shall maintain in its possession, available
for the Purchaser's inspection, as appropriate, and shall deliver to the Purchaser or its designee upon
demand, evidence of compliance with all such requirements;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or
rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or
in part, nor has any instrument been executed that would effect any such release, cancellation,
subordination or rescission. The Company has not waived the performance by the Mortgagor of any action,
if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor
has the Company waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, existing, enforceable and perfected first lien on the Mortgaged
Property, including all improvements securing the Mortgage Note's original principal balance subject to
principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights
of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any other security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens
and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants,
conditions and restrictions, rights of way, easements and other matters of the public record as of the
date of recording which are acceptable to mortgage lending institutions generally and either (A) which
are referred to in the lender's title insurance policy delivered to the originator or otherwise
considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely
affect the residential use or Appraised Value of the Mortgaged Property as set forth in such appraisal,
and (3) other matters to which like properties are commonly subject which do not, individually or in the
aggregate, materially interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, existing, enforceable and perfected first lien and first
priority security interest on the property described therein, and the Company has the full right to sell
and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in accordance with its terms subject to
principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights
of creditors, and the Company has taken all action necessary to transfer such rights of enforceability
to the Purchaser (as applicable). All parties to the Mortgage Note and the Mortgage had the legal
capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage.
The Mortgage Loan Documents are on forms acceptable to Xxxxxx Xxx and FHLMC. The Mortgage Note and the
Mortgage have been duly and properly executed by such parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on
the part of the Company or the Mortgagor, or on the part of any other party involved in the origination
or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder, and any and all requirements as to completion of
any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been
complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid
or due under the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note, and had full right to transfer and sell the Mortgage Loan to the
Purchaser free and clear of any encumbrance, equity, participation interests, lien, pledge, charge,
claim or security interest. Upon the sale of the Mortgage Loan to the Purchaser, the Company will
retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the
Purchaser's designee in trust only for the purpose of servicing and supervising the servicing of the
Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any
person other than the Purchaser, and the Company had good and marketable title to and was the sole owner
thereof. Following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and
clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security
interest. The Company intends to relinquish all rights to possess, control and monitor the Mortgage
Loan, except for purposes of servicing the Mortgage Loan as set forth in this Agreement. After the
related Closing Date, the Company will not have any right to modify or alter the terms of the sale of
the Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan
or substitute another Mortgage Loan, except as provided in this Agreement, or as otherwise agreed to by
the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other
generally acceptable form of policy or insurance acceptable to Xxxxxx Xxx or FHLMC (including adjustable
rate endorsements), issued by a title insurer acceptable to Xxxxxx Mae or FHLMC and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with
respect to adjustable rate Mortgage Loans, against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in
the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the
Mortgagor has been given the opportunity to choose the carrier of the required mortgage title
insurance. The Company, its successors and assigns, is the sole insured of such lender's title
insurance policy, such title insurance policy has been duly and validly endorsed to the Purchaser (to
the extent necessary) or the assignment to the Purchaser of the Company's interest therein does not
require the consent of or notification to the insurer and such lender's title insurance policy is in
full force and effect and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has
done, by act or omission, anything which would impair the coverage of such lender's title insurance
policy;
(n) There is no default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach, violation or event of
acceleration; and neither the Company, nor any prior mortgagee, has waived any default, breach,
violation or event of acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to or equal to the lien of the related
Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the
appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and
no improvements on adjoining properties encroach upon the Mortgaged Property except those which are
insured against by the title insurance policy referred to in clause (m) above and all improvements on
the property comply with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with,
the Company's underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at
an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly
Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage
contains the usual and enforceable provisions of the Company at the time of origination for the
acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged
Property is sold without the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the
Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there
currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The
Company has not received notification that any such proceedings are scheduled to commence at a future
date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a
deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or
other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if
required under applicable law to act as such, has been properly designated and currently so serves and
is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will
become payable by the Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to
the final approval of the mortgage loan application by a Qualified Appraiser, approved by the Company,
who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security
thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and
the appraisal and appraiser both satisfy the requirements of Xxxxxx Xxx or FHLMC and Title XI of the
FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated. The appraisal is in a form acceptable to Xxxxxx Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were)
(A) in compliance with any and all applicable licensing requirements of the laws of the state wherein
the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified
to do business in such state, or (3) federal savings and loan associations or national banks or a
Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business
in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien
of the corresponding Mortgage and the security interest of any applicable security agreement or chattel
mortgage referred to above and such collateral does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials
required by applicable law with respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features and no Mortgage
Loan is subject to a buydown agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has
no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property,
the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to
regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred
and sixty (360) day year. The Mortgage Loans have an original term to maturity of not more than forty
(40) years, with interest payable in arrears on the first day of each month. As to each adjustable rate
Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal
the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each
applicable Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as
applicable. Over the term of each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not
exceed such Mortgage Loan's Lifetime Rate Cap. Unless indicated on the related Mortgage Loan Schedule,
none of the Mortgage Loans are "interest-only" Mortgage Loans or "negative amortization" Mortgage Loans.
With respect to each adjustable rate Mortgage Loan, each Mortgage Note requires a monthly payment which
is sufficient (a) during the period prior to the first adjustment to the Mortgage Interest Rate, to
fully amortize the original principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate, and (b) during the period following each Adjustment Date, to fully
amortize the outstanding principal balance as of the first day of such period over the then remaining
term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate. With respect to
each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage Interest Rate
changes on an Adjustment Date, the then outstanding principal balance will be reamortized over the
remaining life of the Mortgage Loan. Unless indicated on the related Mortgage Loan Schedule, no Mortgage
Loan contains terms or provisions which would result in negative amortization. None of the Mortgage
Loans contain a conversion feature which would cause the Mortgage Interest Rate to convert to a fixed
interest rate. None of the Mortgage Loans are considered agricultural loans;
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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess
of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged
Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the Sales
Price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as to payment
defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. Any Mortgage Loan
subject to a Lender Primary Mortgage Insurance Policy or a Primary Mortgage Insurance Policy that is
also subject to the Company's captive reinsurance agreement with the applicable insurer shall remain
subject to such captive reinsurance agreement between the Company and the applicable insurer, provided
that such insurer is a Qualified Insurer. Unless otherwise indicated on the related Mortgage Loan
Schedule, no Mortgage Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance
Policy have been and are being complied with, such policy is in full force and effect, and all premiums
due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part,
by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or
will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a
Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage
Insurance Policy, subject to state and federal law, and to pay all premiums and charges in connection
therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has
resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary
Mortgage Insurance Policy (including, without limitation, any exclusions, denials or defenses which
would limit or reduce the availability of the timely payment of the full amount of the loss otherwise
due thereunder to the insured) whether arising out of actions, representations, errors, omissions,
negligence, or fraud of the Company or the Mortgagor, or for any other reason under such coverage. The
Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net
of any such insurance premium. Unless otherwise indicated on the related Mortgage Loan Schedule, none
of the Mortgage Loans are subject to "lender-paid" mortgage insurance. Any Mortgage Loan subject to a
Lender Primary Mortgage Insurance Policy obligates the Company to maintain the Lender Primary Mortgage
Insurance Policy and to pay all premiums and charges in connection therewith;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of
the jurisdiction in which the Mortgaged Property is located;
(jj) None of the Mortgage Loans are secured by an interest in a leasehold estate. The
Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists
of a single parcel of real property with a detached single family residence erected thereon, or a
townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project,
or an individual unit in a planned unit development or a de minimis planned unit development; provided,
however, that no residence or dwelling is a single parcel of real property with a manufactured home not
affixed to a permanent foundation, or a mobile home. Any condominium unit or planned unit development
conforms with the Company's underwriting guidelines. As of the Origination Date, no portion of any
Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of any
Mortgaged Property has been, or currently is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were
disbursed in connection with the Mortgage Loan. Each of the Mortgage Loans will amortize fully by the
stated maturity date;
(ll) The Mortgage Property was lawfully occupied under applicable law, and all inspections,
licenses and certificates required to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been made or obtained from the
appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in
which compliance with any environmental law, rule or regulation is an issue; there is no violation of
any environmental law, rule or regulation with respect to the Mortgaged Property; and the Company has
not received any notice of any environmental hazard on the Mortgaged Property and nothing further
remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting
a prerequisite to use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any
relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2004;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to
facilitate the trade-in or exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty
for a term in excess of five years from the date such Mortgage Loan was originated. Except as otherwise
set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment
penalty, such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted
under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount
prepaid in excess of 20% of the original principal balance of such Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance
of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is
only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan
were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding
sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a
reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on
the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of HUD pursuant
to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or similar institution which is supervised and examined
by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged
Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments
and adjustments of the outstanding principal balance are enforceable, all such adjustments have
been properly made, including the mailing of required notices, and such adjustments do not and will
not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed
its initial Adjustment Date, the Company has performed an audit of the Mortgage Loan to determine
whether all interest rate adjustments have been made in accordance with the terms of the Mortgage
Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required
pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each
Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its
designee, or its assignee;
(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before
March 7, 2003, which is secured by property located in the State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single-premium credit insurance
policies;
(zz) No Mortgagor was encouraged or required to select a Mortgage Loan product
offered by the Mortgage Loan's originator which is a higher cost product
designed for less creditworthy Mortgagors, unless at the time of the Mortgage
Loan's origination, such Mortgagor did not qualify taking into account credit
history and debt-to-income ratios for a lower-cost credit product then offered
by the Mortgage Loan's originator or any affiliate of the Mortgage Loan's
originator. If, at the time of loan application, the Mortgagor may have
qualified for a lower-cost credit product then offered by any mortgage lending
affiliate of the Mortgage Loan's originator, the Mortgage Loan's originator
referred the Mortgagor's application to such affiliate for underwriting
consideration;
(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan
employs objective mathematical principles which relate the Mortgagor's income, assets and liabilities
(except for any Mortgage Loan which does not require statement of income or assets) to the proposed
payment and such underwriting methodology does not rely on the extent of the Mortgagor's equity in the
collateral as the principal determining factor in approving such credit extension. Such underwriting
methodology confirmed that at the time of origination (application/approval) the Mortgagor had a
reasonable ability to make timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a
premium upon a prepayment prior to maturity: (i) prior to the loan's origination, the Mortgagor agreed
to such premium in exchange for a monetary benefit, including but not limited to a rate or fee
reduction, (ii) prior to the loan's origination, the Mortgagor was offered the option of obtaining a
mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed
to the Mortgagor in the loan documents pursuant to applicable state and federal law, and (iv)
notwithstanding any state or federal law to the contrary, the Company shall not impose such prepayment
premium in any instance when the Mortgage is accelerated as the result of the Mortgagor's default in
making the loan payments;
(ccc) No Mortgagor was required to purchase any credit life, disability, accident or health
insurance product as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid
single-premium credit life, disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan;
(ddd) The Company will transmit full-file credit reporting data for each Mortgage Loan
pursuant to the Xxxxxx Xxx Selling Guide and that for each Mortgage Loan, the Company agrees it shall
report one of the following statuses each month as follows: new origination, current, delinquent (30-,
60-, 90-days, etc.), foreclosed, or charged-off;
(eee) With respect to any Mortgage Loan originated on or after August 1, 2004, neither the
related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to
resolve any dispute arising out of or relating in any way to the Mortgage Loan;
(fff) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts
with a loan application date on or after November 7, 2004 that refinances a mortgage loan that is less
than sixty (60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the
requirements set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR 53.04(1)(b), or (iii)
meets the requirements set forth in the 209 CMR 53.04(1)(c);
(ggg) For any Mortgage Loan with Mortgaged Property located in Texas which is a second lien
and the interest rate is in excess of 10% where terms of the Mortgage Note contain a provision for which
the Mortgagor may be entitled to prepaid interest upon payoff, no Mortgagor paid any administrative
fees, points, or loan origination fees which would actually result in any prepaid interest being due the
Mortgagor under the terms of the Mortgage Note; and
(hhh) The Company has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001 (collectively, the Anti-Money
Laundering Laws"). The Company has established an anti-money laundering compliance program as required
by the Anti-Money Laundering Laws and has conducted the requisite due diligence in connection with the
origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws. The Company
further represents that it takes reasonable efforts to determine whether any Mortgagor appears on any
list of blocked or prohibited parties designated by the U.S. Department of Treasury.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the
Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of
examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of
any of the foregoing representations and warranties which materially and adversely affects the value of
the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other. The Company shall have a period of sixty (60)
days from the earlier of its discovery or its receipt of notice of any such breach within which to
correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not
corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not
later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such
Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser's sole
option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve
any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60)
days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans
shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such
repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the
amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the
Company may, with the Purchaser's prior consent and at the Purchaser's sole option, within ninety (90)
days from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement
and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such
defective Mortgage Loan. Any substitute Mortgage Loan is subject to the Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of
the substitution date.
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the
removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan
therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to
the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute
Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon
during such month shall be the property of the Purchaser and accrued interest for such month on the
Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such
month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on
the Due Date in the month of substitution shall be the property of the Company and the principal payment
on the Mortgage Loan for which the substitution is made due on such date shall be the property of the
Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage
Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance
(after application of the principal portion of all scheduled payments due in the month of substitution)
of all the substitute Mortgage Loans in the month of substitution is less then the aggregate Stated
Principal Balance (after application of the principal portion of the scheduled payment due in the month
of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such
deficiencies described in the preceding sentence for any Remittance Date shall be deposited into the
Custodial Account by the Company on the related Determination Date in the month following the calendar
month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03
to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify the Purchaser pursuant
to Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties. If the Company fails to repurchase or substitute for a defective
Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to the
Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify the Purchaser
pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled
to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph
shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections
10.01 and 11.01.
Any cause of action against the Company relating to or arising out of the breach of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon
(i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the
Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision
of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is
imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start
up day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of
Counsel to the effect that such substitution will not (i) result in the imposition of taxes on
"prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject
the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and covenants to the Company that, as of the related Closing
Date or as of such date specifically provided herein:
(c) The Purchaser is a corporation, dully organized validly existing and in good standing
under the laws of the State of Delaware and is qualified to transact business in, is in good standing
under the laws of, and possesses all licenses necessary for the conduct of its business in, each state
in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law
to effect such qualification or license;
(d) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase
each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and
perform, and to enter into and consummate all transactions contemplated by this Agreement and the
related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and
delivered this Agreement and the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the
purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet
will conflict with any of the terms, conditions or provisions of the Purchaser's charter or by-laws or
materially conflict with or result in a material breach of any of the terms, conditions or provisions of
any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which
it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result
in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser
or its property is subject;
(d) There is no litigation, suit, proceeding or investigation pending or to the best of
the Purchaser's knowledge, threatened against the Purchaser, or any order or decree with respect to the
Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related
Mortgage Loans, the execution, delivery or enforceability of this Agreement and the related Term Sheet,
or which is reasonably likely to have a material adverse effect on the financial condition of the
Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement and the related Term Sheet except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related
Term Sheet is in the ordinary course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a
purchase for reporting, tax and accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that
it cannot perform each and every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations
and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the
Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole
remedies of the Company respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer.
The Company, as independent contract servicer, shall service and administer the Mortgage Loans
in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, 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 which the Company may deem necessary or desirable and
consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing
Practices and exercise the same care that it customarily employs for its own account. Except as set
forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in
strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option),
which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance
of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the
maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of
Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender Primary Mortgage
Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted
withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and
abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files,
annual statements, and examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related
Term Sheet and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this
Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any
manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided,
however, that unless the Company has obtained the prior written consent of the Purchaser, the Company
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, defer for more than ninety (90) days or forgive any payment of principal or interest,
reduce or increase the outstanding principal balance (except for actual payments of principal) or change
the final maturity date on such Mortgage Loan. In the event of any such modification which has been
agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments
on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date
in any month in which any such principal or interest payment has been deferred, deposit in the Custodial
Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's
principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance
of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to
reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05.
Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized
and empowered, to prepare, 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 Properties.
Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement
or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first
delinquent Due Date. Any such agreement shall be approved by the Purchaser and, if required, by the
Primary Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance Policy insurer, if
required.
Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes
subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit
any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b)
shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in
the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or
amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii)
cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through
Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an
Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such
action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the
Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event
could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will
receive a fee or other compensation for services nor permit a REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments"
as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing
Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time
period is stated in this Agreement or the related Term Sheet, the Purchaser shall be deemed to have
given consent in connection with a particular matter if the Purchaser does not affirmatively grant or
deny consent within five (5) Business Days from the date the Purchaser receives a second written request
for consent for such matter from the Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that
the Subservicer is an entity that engages in the business of servicing loans, and in either case shall
be authorized to transact business, and licensed to service mortgage loans, in the state or states where
the related Mortgaged Properties it is to service are situated, if and to the extent required by
applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good
standing, and no event has occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or
for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae
or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a
foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such
qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under
the related Subservicing Agreement. The Company may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but
the use by the Company of the Subservicer shall not release the Company from any of its obligations
hereunder and the Company shall remain responsible hereunder for all acts and omissions of the
Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all
fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the
Servicing Fee. The Company shall notify the Purchaser promptly in writing upon the appointment of any
Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial
Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer
and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the
requirements in the preceding paragraph; provided, however, that nothing contained herein shall be
deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related
Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement
are terminated pursuant to Section 4.03, 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the
Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of
the Subservicer effective as of the date of termination of the Company. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer
from the Company's own funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements
between the Company and the Subservicer or any reference herein to actions taken through the Subservicer
or otherwise, the Company shall not be relieved of its obligations to the Purchaser and shall be
obligated to the same extent and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the
Subservicer for indemnification of the Company by the Subservicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold
the Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to
perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage
Loans involving the Subservicer shall be deemed to be between the Subservicer and the Company alone, and
the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including
no obligation, duty or liability of the Purchaser to pay the Subservicer's fees and expenses. For
purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be
deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to
this Agreement, the Company will proceed diligently to collect all payments due under each Mortgage Loan
when the same shall become due and payable and shall, to the extent such procedures shall be consistent
with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary
Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy, follow such collection
procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for
its own account. Further, the Company will take special care in ascertaining and estimating annual
escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable,
so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when
they become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the
prior written consent of the Purchaser and the Company will use diligent efforts to collect same when
due except as otherwise provided in the prepayment penalty provisions provided in the Mortgage Loan
Documents.
Section 4.03 Realization Upon Defaulted Mortgage.
The Company shall use its best efforts, consistent with the procedures that the Company would
use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary
Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies and the best interest of the
Purchaser, 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 pursuant to Section 4.01. Foreclosure or comparable
proceedings shall be initiated within ninety (90) days of default for Mortgaged Properties for which no
satisfactory arrangements can be made for collection of delinquent payments, subject to state and
federal law and regulation. The Company shall use its best 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 a Mortgaged Property shall have suffered damage, the Company
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 the Company through Insurance Proceeds or Liquidation Proceeds from
the related Mortgaged Property, as contemplated in Section 4.05. The Company shall obtain prior
approval of the Purchaser as to repair or restoration expenses in excess of ten thousand dollars
($10,000). The Company shall notify the Purchaser in writing of the commencement of foreclosure
proceedings and not less than five (5) days prior to the acceptance or rejection of any offer of
reinstatement. The Company shall be responsible for all costs and expenses incurred by it in any such
proceedings or functions; provided, however, that it shall be entitled to reimbursement thereof from the
related property, as contemplated in Section 4.05. Notwithstanding anything to the contrary contained
herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event
the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or
toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review
of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at
the Purchaser's expense. Upon completion of the inspection, the Company shall promptly provide the
Purchaser with a written report of the environmental inspection. After reviewing the environmental
inspection report, the Purchaser shall determine how the Company shall proceed with respect to the
Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any Mortgage Loan which becomes ninety
(90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any
termination fee with respect thereto, provided that the Company shall on the date said termination takes
effect be reimbursed for any unreimbursed Monthly Advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the
Mortgage Loan underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set
forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof
shall apply to said termination and the transfer of servicing responsibilities with respect to such
delinquent Mortgage Loan to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such
property shall be disposed of by the Company, with the consent of the Purchaser as required pursuant to
this Agreement, before the close of the third taxable year following the taxable year in which the
Mortgage Loan became an REO Property, unless the Company provides to the trustee under such REMIC an
Opinion of Counsel to the effect that the holding of such REO Property subsequent to the close of the
third taxable year following the taxable year in which the Mortgage Loan became an REO Property, will
not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the
Code, or cause the transaction to fail to qualify as a REMIC at any time that certificates are
outstanding. The Company shall manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not
cause such property to fail to qualify as "foreclosure property" within the meaning of Section
860F(a)(2)(E) of the Code, or any "net income from foreclosure property" which is subject to taxation
under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the Company
shall either itself or through an agent selected by the Company, protect and conserve such property in
the same manner and to such an extent as is customary in the locality where such property is located.
Additionally, the Company shall perform the tax withholding and reporting related to Sections 1445 and
6050J of the Code.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Company 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 or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds shall be
deposited in the Custodial Account within twenty-four (24) hours of receipt, and shall at all times be
insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for
the benefit of the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company
in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, 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:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage
Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO
Property pursuant to Section 4.13 and in connection therewith, the Company shall provide the Purchaser
with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections
4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing
Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to
the Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest
Shortfalls, to the extent of the Company's aggregate Servicing Fee received with respect to the related
Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in
connection with the deductible clause in any blanket hazard insurance policy, such deposit shall be made
from the Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section
4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of
late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be deposited
by the Company in the Custodial Account. Any interest paid on funds deposited in the Custodial Account
by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05(iv).
The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in
the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.
The Company may, from time to time, withdraw from the Custodial Account for the following
purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself
pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan which
represent late collections (net of the related Servicing Fees) of principal and/or interest respecting
which any such advance was made, it being understood that, in the case of such reimbursement, the
Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is
required to repurchase a Mortgage Loan, pursuant to Section 3.03, the Company's right to such
reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
such Section and all other amounts required to be paid to the Purchaser with respect to such Mortgage
Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees
(or REO administration fees described in Section 4.13), the Company's right to reimburse itself pursuant
to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
provisions of the Xxxxxx Xxx Guides or as otherwise set forth in this Agreement; any recovery shall be
made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on
funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance
Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest with
respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant
to Section 3.03 all amounts received thereon and not distributed as of the date on which the related
Repurchase Price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement;
and
(vii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant
to clause (ii) or clause (iii).
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Company 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 or more Escrow Accounts. The Escrow Account shall be an Eligible
Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide
maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted
Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with
Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form
shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the
Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain
therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover
escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are
required under this Agreement, and for such other purposes as shall be as set forth or in accordance
with Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the
Escrow Account by the depository institution other than interest on escrowed funds required by law to be
paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed
funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest
paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses
suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary
Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium
assessments and comparable items;
(ii) to reimburse the Company for any Servicing Advance made by the Company with respect to
a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late
payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement;
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance
with Section 4.06; and
(viii) to remove funds inadvertently placed in the Escrow Account by the Company.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the
status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien
upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard
insurance coverage and 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, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or
applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company shall
determine that any such payments are made by the Mortgagor at the time they first become due. The
Company 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.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies or
Lender Primary Mortgage Insurance Policies issued by a Qualified Insurer with respect to each Mortgage
Loan for which such coverage is herein required. Such coverage will be terminated only with the
approval of the Purchaser, until the LTV of the related Mortgage Loan is reduced to that amount for
which Xxxxxx Xxx no longer requires such insurance to be maintained, or as required by applicable law or
regulation. The Company will not cancel or refuse to renew any Primary Mortgage Insurance Policy or
Lender Primary Mortgage Insurance Policy in effect on the Closing Date that is required to be kept in
force under this Agreement unless a replacement Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a
Qualified Insurer. The Company shall not take any action which would result in non-coverage under any
applicable Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy of any loss
which, but for the actions of the Company would have been covered thereunder. In connection with any
assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the
Company shall promptly notify the insurer under the related Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance
with the terms of such policy and shall take all actions which may be required by such insurer as a
condition to the continuation of coverage under the Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy is terminated as a result of such assumption or substitution of liability, the Company
shall obtain a replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy
as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in
a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to
permit recovery under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy
respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company
under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.
The Company may transfer the Custodial Account or the Escrow Account to a different Eligible
Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of
the Purchaser, which consent will not be unreasonably withheld.
Section 4.10 Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is acceptable to Xxxxxx Xxx or FHLMC and customary in the area where the Mortgaged
Property is located in an amount which is equal to the greater of (a) the outstanding principal balance
of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster
Protection Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance Administration in effect
with an insurance carrier acceptable to Xxxxxx Mae or FHLMC, in an amount representing coverage not less
than the lesser of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during
the term of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant to
the Xxxxxx Xxx Guides that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount required by the Flood
Disaster Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the
Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required
flood insurance coverage within forty-five (45) days after such notification, the Company shall
immediately force place the required flood insurance on the Mortgagor's behalf. The Company shall also
maintain on each REO Property, fire and hazard insurance with extended coverage in an amount which is at
least equal to the maximum insurable value of the improvements which are a part of such property, and,
to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in an amount as provided above. Any amounts collected by the Company under any such policies
other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing
Practices, shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
It is understood and agreed that no other additional insurance need be required by the Company of the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to
this Agreement, the Xxxxxx Mae Guides or such applicable state or federal laws and regulations as shall
at any time be in force and as shall require such additional insurance. All such policies shall be
endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or
assigns and shall provide for at least thirty (30) days prior written notice of any cancellation,
reduction in the amount or material change in coverage to the Company. The Company shall not interfere
with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent; provided,
however, that the Company shall not accept any such insurance policies from insurance companies unless
such companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by a Qualified
Insurer insuring against hazard losses on all of the Mortgage Loans, 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, it shall conclusively be deemed to have satisfied
its obligations as set forth in Section 4.10, it being understood and agreed that such policy may
contain a deductible clause, in which case the Company shall, in the event that there shall not have
been maintained on the related Mortgaged Property or REO Property a policy complying with Section 4.10,
and there shall have been a loss which would have been covered by such policy, 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, the Company 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 request of the Purchaser, the Company shall cause to be
delivered to the Purchaser a certified true copy of such policy and shall use its best efforts to obtain
a statement from the insurer thereunder that such policy shall in no event be terminated or materially
modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.
The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents
and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Financial
Institution Bond Form A and shall protect and insure the Company against losses, including forgery,
theft, embezzlement and fraud of such persons. The errors and omissions insurance shall protect and
insure the Company against losses arising out of errors and omissions and negligent acts of such
persons. Such errors and omissions insurance shall also protect and insure the Company 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 requiring the Fidelity Bond or errors
and omissions insurance shall diminish or relieve the Company from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Guides. Upon request
by the Purchaser, the Company shall deliver to the Purchaser a certificate from the surety and the
insurer as to the existence of the Fidelity Bond and errors and omissions insurance policy and shall
obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy shall in
no event be terminated or materially modified without thirty (30) days' prior written notice to the
Purchaser. The Company shall notify the Purchaser within five (5) business days of receipt of notice
that such Fidelity Bond or insurance policy will be, or has been, materially modified or terminated.
Upon request by the Purchaser, the Company shall provide the Purchaser with an insurance certificate
certifying coverage under this Section 4.12, and will provide an update to such certificate upon
request, or upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
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 Purchaser or its
designee, or in the event the Purchaser or its designee 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 or Persons as shall be consistent with an Opinion of Counsel obtained
by the Company from an attorney duly licensed to practice law in the state where the REO Property is
located. Any Person or Persons 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.
The Company shall notify the Purchaser in accordance with the Xxxxxx Xxx Guides of each
acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the
consummation of any foreclosure sale within three (3) Business Days of the date the Company receives
notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the
responsibility for marketing such REO property in accordance with Accepted Servicing Practices.
Thereafter, the Company shall continue to provide certain administrative services to the Purchaser
relating to such REO Property as set forth in this Section 4.13. No Servicing Fee shall be assessed or
otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance
with the Xxxxxx Mae Guides 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, and in
the same manner that similar property in the same locality as the REO Property is managed. The Company
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 monthly thereafter or more frequently as required by
the circumstances. The Company shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded
by the Company to the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and
shall sell such REO Property in any event within three (3) years after title has been taken to such REO
Property. No REO Property shall be marketed for less than the Appraised Value, without the prior
consent of the Purchaser. No REO Property shall be sold for less than ninety-five percent (95%) of its
Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing
Advances shall be in accordance with the Xxxxxx Xxx Guides. The disposition of REO Property shall be
carried out by the Company at such price, and upon such terms and conditions, as the Company deems to be
in the best interests of the Purchaser (subject to the above conditions) only with the prior written
consent of the Purchaser. The Company shall provide monthly reports to the Purchaser in reference to
the status of the marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the
Purchaser's sole option, terminate the Company as servicer of any such REO Property without payment of
any termination fee with respect thereto; provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section
5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage
Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05.
In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said
termination and the transfer of servicing responsibilities with respect to such REO Property to the
Purchaser or its designee. Within five (5) Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the
following information regarding the subject REO Property: the related drive by appraisal or brokers
price opinion, and copies of any related Mortgage Impairment Insurance Policy claims. In addition,
within five (5) Business Days, the Company shall provide the Purchaser with the following information
and documents regarding the subject REO Property: the related trustee's deed upon sale and copies of any
related hazard insurance claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company 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 if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available
funds to the Purchaser (i) 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 4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated to
distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any
Principal Prepayment from the date of such Principal Prepayment through the end of the month for which
disbursement is made provided that the Company's obligation as to payment of such interest shall be
limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due
Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the
First Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet 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 clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than
the maximum amount permitted by applicable law. Such interest shall cover the period commencing with
the day following the Business Day such payment was due and ending with the Business Day on which such
payment is made to the Purchaser, both inclusive. The payment by the Company of any such interest shall
not be deemed an extension of time for payment or a waiver of any Event of Default by the Company. On
each Remittance Date, the Company shall provide a remittance report detailing all amounts being remitted
pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.
The Company shall furnish to the Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the fifth Business
Day of the following month on a disk or tape or other computer-readable format in such format as may be
mutually agreed upon by both the Purchaser and the Company, and no later than the fifth Business Day of
the following month in hard copy, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and
any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment
amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution
period pursuant to Section 4.05; and
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent
(1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced;
and (c) as to which REO Property has been acquired.
The Company shall also provide a trial balance, sorted in the Purchaser's assigned loan number
order, in the form of Exhibit E hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to the Purchaser pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company
shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for the
Purchaser to prepare its federal income tax return as the Purchaser may reasonably request from time to
time.
In addition, not more than ninety (90) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the
Company shall deposit in the Custodial Account an amount equal to all payments not previously advanced
by the Company, whether or not deferred pursuant to Section 4.01, 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 at the close of business on the
related Determination Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the
Remittance Date prior to the date on which the Mortgaged Property liquidates (including Insurance
Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
Loan unless the Company deems such advance to be a Nonrecoverable Advance. In such event, the Company
shall deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of
the Company has reviewed the related Mortgage File and has made the reasonable determination that any
additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser
pursuant to a deed-in-lieu of foreclosure, the Company shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property in a form mutually acceptable to the Company and the
Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as the Purchaser may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Company will, 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 the Company shall not exercise any such
rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is
unable under applicable law to enforce such "due-on-sale" clause, the Company, will 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 6.01, the Company, with the prior consent of the Purchaser and the primary
mortgage insurer, if any, is authorized 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, the Company shall follow
the underwriting practices and procedures of the Company. With respect to an assumption or substitution
of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly
Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note).
If the credit of the proposed transferee does not meet such underwriting criteria, the Company
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Mortgage Loan. The Company shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the
original of any such substitution of liability or assumption agreement, which document shall be added to
the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof. All fees collected by
the Company for entering into an assumption or substitution of liability agreement shall belong to the
Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this
Agreement, the Company 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 which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, 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 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification
that payment in full will be escrowed in a manner customary for such purposes, the Company will
immediately notify the Purchaser by a certification, which certification 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 4.04 have been or will be so
deposited, of a Servicing Officer and shall request execution of any document necessary to satisfy the
Mortgage Loan and delivery to it of the portion of the Mortgage File held by the Purchaser or its
designee. The Purchaser shall no later than five (5) Business Days after receipt of such certification
and request, release or cause to be released to the Company, the related Mortgage Loan Documents and,
upon its receipt of such documents, the Company shall promptly prepare and deliver to the Purchaser the
requisite satisfaction or release. No later than five (5) Business Days following its receipt of such
satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the Company the
release or satisfaction properly executed by the owner of record of the applicable mortgage or its duly
appointed attorney in fact. No expense incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company 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, the Company, upon written demand, shall remit within
two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and
errors and omissions insurance insuring the Company 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 the Mortgage Loan,
including for the purpose of collection under any Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the
Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File
held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the
related Mortgage documents to the Purchaser when the need therefor by the Company no longer exists,
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 Mortgage 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, and the Company has delivered to the Purchaser a certificate of a
Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate
of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be
released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the
Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from
interest payments collected on the Mortgage Loans, the amounts provided for as the Company's Servicing
Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee
pursuant to Section 5.01(iii). Additional servicing compensation in the form of assumption fees, as
provided in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the
extent not required to be deposited in the Custodial Account. The Company 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 for.
Section 6.04 [Reserved]
Section 6.05 [Reserved]
Section 6.06 Purchaser's Right to Examine the Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company,
during business hours or at such other times as might be reasonable under applicable circumstances, any
and all of the books, records, documentation or other information of the Company, or held by another for
the Company or on its behalf or otherwise, which relates to the performance or observance by the Company
of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing
a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited
to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the
possession of the Company which may be required by any applicable regulations. Such access shall be
afforded without charge, upon reasonable request, during normal business hours and at the offices of the
Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as
applicable.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.
The Company shall furnish to the Purchaser during the term of this Agreement, such periodic,
special or other reports, information or documentation, whether or not provided for herein, as shall be
necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the
Mortgage Loans and the performance of the Company under this Agreement, including any reports,
information or documentation reasonably required to comply with any regulations regarding any
supervisory agents or examiners of the Purchaser all such reports or information to be as provided by
and in accordance with such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Company under this Agreement. The
Company agrees to execute and deliver all such instruments and take all such action as the Purchaser,
from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a
prospective purchaser audited financial statements of the Company for the most recently completed two
(2) fiscal years for which such statements are available, as well as a Consolidated Statement of
Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a
prospective purchaser copies of the statements specified above if reasonably requested.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a
knowledgeable financial or accounting officer for the purpose of answering questions and to permit any
prospective purchaser to inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this
Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01 Indemnification; Third Party Claims.
The Company agrees to indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, legal 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 the
Company to observe and perform its duties, obligations, covenants, and agreements to service the
Mortgage Loans in strict compliance with the terms of this Agreement, including, but not limited to, the
loss, damage, or misplacement of any documentation delivered to the Company pursuant to Section 2.07 and
the Company's failure to perform the obligations set forth in Section 11.10. The Company agrees to
indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or grounded
upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged
breach of any of the representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
The Company shall immediately notify the Purchaser if a claim covered by the indemnification herein is
made by a third party against the Company with respect to this Agreement or the Mortgage Loans, assume
(with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, whether or not such claim is settled prior to judgment, 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 Company shall follow any written instructions received from the Purchaser in
connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced
by it pursuant to the two preceding sentences except when the claim relates to the failure of the
Company to service and administer the Mortgages in strict compliance with the terms of this Agreement,
the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the negligence, bad
faith or willful misconduct of the Company. The provisions of this Section 8.01 shall survive
termination of this Agreement.
Section 8.02 Merger or Consolidation of the Company.
The Company will keep in full effect its existence, rights and franchises under the laws of the
jurisdiction of organization except as permitted herein, and will obtain and preserve its qualification
to do business in each other 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.
Any Person into which the Company may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Company shall be a party, or any Person
succeeding to the business of the Company whether or not related to loan servicing, shall be the
successor of the Company hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of
not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF and/or BIF, and
which is a HUD-approved mortgagee whose primary business is in origination and servicing of first lien
mortgage loans, and (iii) who is a Xxxxxx Xxx or FHLMC approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under
any liability to the Purchaser for any action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however,
that this provision shall not protect the Company or any such person against any breach of warranties or
representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by
reason of negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this
Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters
arising hereunder. The Company 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 reasonable opinion may involve it in any expenses or liability; provided,
however, that the Company 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 reasonable 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
the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.
The Company shall not assign this Agreement or resign from the obligations and duties hereby
imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that
its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot
be cured by the Company. Any such determination permitting the resignation of the Company shall be
evidenced by an Opinion of Counsel to such effect delivered to the Purchaser. No such resignation shall
become effective until a successor shall have assumed the Company's responsibilities and obligations
hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the
Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting the generality of this
Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its
rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written approval of the Purchaser, which consent shall
be granted or withheld in the Purchaser's sole discretion, unless the Company meets the requirements of
the last sentence of Section 8.02 herein after any such disposition.
Without in any way limiting the generality of this Section 8.05, in the event that the Company
either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties
hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the
prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this
Agreement, without any payment of any penalty or damages and without any liability whatsoever to the
Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining
unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be
continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under
the terms of this Agreement which continues unremedied for a period of one (1) Business Day after
receipt of written notice to the Company; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Company set forth in this Agreement 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 the Company 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, marshalling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Company and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator
in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Company or of or relating to all or substantially all of its property;
or
(v) the Company 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) the Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller
or servicer for more than thirty (30) days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the
Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or
substantially all of its property or assets (except as expressly permitted hereunder) or to assign this
Agreement or the servicing responsibilities hereunder (except as expressly permitted hereunder) or to
delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans
in any jurisdiction in which a Mortgaged Property is located and such licensing is required, and (b)
qualified to transact business in any jurisdiction where it is currently so qualified, but only to the
extent such non-qualification materially and adversely affects the Company's ability to perform its
obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of
Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default
under clauses (iii), (iv) or (v) above, in which case, automatically and without notice) the Company
may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or
equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Company for the same. On or after the receipt by the Company of such
written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which
case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Company shall
prepare, execute and deliver, any and all documents and other instruments, place in such successor's
possession all Mortgage Files, 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 the Company's sole expense. The
Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the
Company's responsibilities and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage
Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a past default, such default
shall cease to exist, and any Event 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 thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the
later of the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due
hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination
with cause under the terms of this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of the Company's responsibilities and duties under this Agreement pursuant
to Sections 4.03, 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume
all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii)
appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed
to all rights and assume all of the responsibilities, duties and liabilities of the Company under this
Agreement prior to the termination of the Company's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such
successor shall agree. In the event that the Company's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge
such duties and responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of the Company
pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed
pursuant to this Section and shall in no event relieve the Company of the representations and warranties
made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections 3.03
and 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 and 8.01
shall be applicable to the Company notwithstanding any such resignation or termination of the Company,
or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the
Company and to the Purchaser an instrument accepting such appointment, whereupon such successor shall
become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Company, with like effect as if originally named as a party to this Agreement. Any termination
or resignation of the Company or termination of this Agreement pursuant to Section 4.03, 4.13, 8.04,
9.01 or 10.01 shall not affect any claims that the Purchaser may have against the Company arising prior
to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the
Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the
Company shall account for all funds. The Company shall execute and deliver such instruments and do such
other things all as may reasonably be required to more fully and definitely vest and confirm in the
successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for
Nonrecoverable Advances which the successor retains hereunder and which would otherwise have been
recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the party who obtained such successor
shall notify by mail the other party of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written
agreement signed by the Company and the Purchaser.
Section 11.03 [Reserved]
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with
the laws of the State of New York except to the extent preempted by Federal law. The obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in
writing and shall be deemed conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or certified mail, return receipt
requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing,
as follows:
(i) if to the Company:
Mid America Bank, fsb
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxx
Fax: (000) 000-0000
and with respect to notices relating to servicing matters:
Mid America Bank, fsb
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxx
Fax: (000) 000-0000
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX,
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx Xxxxx
Telecopier No.: (000) 000-0000
With a copy to:
Bear Xxxxxxx Mortgage Capital Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
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 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet
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 that 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 develop a structure the economic effect
of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an
integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to
such Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of
enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the
closing, and (iii) 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 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to
non-public information regarding the financial condition, operations and prospects of the other party.
Each party agrees to keep all non-public information regarding the other party strictly confidential,
and to use all such information solely in order to effectuate the purpose of the Agreement; provided
that each party may provide confidential information to its employees, agents and affiliates who have a
need to know such information in order to effectuate the transaction. In addition, confidential
information may be provided to a regulatory authority with supervisory power over the Purchaser,
provided such information is identified as confidential non-public information.
The Company agrees that the Company (i) shall comply with any applicable laws and regulations
regarding the privacy and security of Consumer Information including, but not limited to the
Xxxxx-Xxxxx-Xxxxxx Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq., (ii) shall not use Consumer
Information in any manner inconsistent with any applicable laws and regulations regarding the privacy
and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties
except at the specific written direction of the Purchaser, (iv) shall maintain adequate physical,
technical and administrative safeguards to protect Consumer Information from unauthorized access as
provided by the applicable laws and regulations, and (v) shall immediately notify the Purchaser of any
actual or suspected breach of the confidentiality of Consumer Information that would have a material and
adverse effect on the Purchaser.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by and at the Company's expense in
the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in
part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing a Purchase,
Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D hereto and
the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with
respect to such Mortgage Loans. In no event shall the Purchaser sell a partial interest in any
Mortgage Loan without the written consent of the Company, which consent shall not be unreasonably
denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee
or designee. The Company shall have the right, only with the consent of the Purchaser or otherwise
in accordance with this Agreement, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint
venture between the parties hereto and the services of the Company shall be rendered as an independent
contractor and not as agent for the Purchaser.
Section 11.14 Signature Pages/Counterparts; Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully
executed copies, each of which shall constitute a fully executed original Agreement, and/or (ii) in
counterparts having one or more original signatures, and all such counterparts containing the original
signatures of all of the parties hereto taken together shall constitute a fully executed original
Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed
signature pages to the other parties hereto (x) by mail or courier, and/or (y) by electronic
transmission, including without limitation by telecopier, facsimile or email of a scanned image
("Electronic Transmission"), each of which as received shall constitute for all purposes an executed
original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any
Term Sheet, fully executed as provided herein, to each other party hereto by mail and/or courier and/or
Electronic Transmission, and such copy as so delivered shall constitute a fully executed original
Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or Term Sheet, as
applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be
binding upon the Company and the Purchaser and their respective successor and assigns.
Section 11.15 Entire Agreement.
The Company acknowledges that no representations, agreements or promises were made to the
Company by the Purchaser or any of its employees other than those representations, agreements or
promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and
the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both
parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement
and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit
or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail,
solicit the Mortgagor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in part,
without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is understood and
agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are directed
to the general public at large, or segments thereof, provided that no segment shall consist primarily of
the Mortgage Loans, including, without limitation, mass mailing based on commercially acquired mailing
lists, newspaper, radio and television advertisements and (ii) responses to unsolicited requests or
inquiries made by a Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under this
Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its affiliates
from soliciting any Mortgagor for any other financial products or services. The Company shall use its
best efforts to prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the
Company.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related
Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties
shall agree, or conducted in person, at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject
to each of the following conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall
deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of
the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be
materially true and correct as of the related Closing Date and no event shall have occurred which, with
notice or the passage of time, would constitute a material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in
escrow, all documents required pursuant to this Agreement, the related Term Sheet and an Officer
Certificate (on or prior to the initial Closing Date only), all in such forms as are agreed upon and
acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required
pursuant to the terms hereof; and
(d) all other terms and conditions of this Agreement, the related Term Sheet and the
Confirmation shall have been materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related
Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by
wire transfer of immediately available funds to the account designated by the Company.
Section 11.18. [Reserved]
Section 11.19. Monthly Reporting with Respect to a Reconstitution.
As long as the Company continues to service Mortgage Loans, the Company agrees that with
respect to any Mortgage Loan sold or transferred pursuant to a Reconstitution as described in Section
11.18 of this Agreement (a "Reconstituted Mortgage Loan"), the Company, at its expense, shall provide
the Purchaser with the information set forth in Exhibit E attached hereto for each Reconstituted
Mortgage Loan in Excel or such electronic delimited file format as may be mutually agreed upon by both
the Purchaser and the Company. Such information shall be provided monthly for all Reconstituted
Mortgage Loans on the fifth (5th) Business Day of each month for the immediately preceding monthly
period, and shall be transmitted to xxxx.xxxx@xxxx.xxx.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
MID AMERICA BANK, FSB
Company
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser, and which shall be retained by the
Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04
and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of _______________________, without
recourse," and signed via original signature in the name of the Company by an authorized officer, with
all intervening endorsements showing a complete chain of title from the originator to the Company,
together with any applicable riders. In no event may an endorsement be a facsimile endorsement. If the
Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor
by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company
while doing business under another name, the endorsement must be by "[Company] formerly known as
[previous name]". Mortgage Notes may be in the form of a lost note affidavit subject to the Purchaser
acceptability.
2. The original Mortgage (together with a standard adjustable rate mortgage rider) with
evidence of recording thereon, or a copy thereof certified by the public recording office in which such
mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public
recording office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance
Policy, if required.
4. The original Assignment, from the Company to _______________________________, or in
accordance with the Purchaser's instructions, which assignment shall, but for any blanks requested by
the Purchaser, be in form and substance acceptable for recording. If the Mortgage Loan was acquired or
originated by the Company while doing business under another name, the Assignment must be by "[Company]
formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the
endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the
Assignments are blanket assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or if
the policy has not yet been issued, a written commitment or interim binder or preliminary report of
title issued by the title insurance or escrow company.
6. Originals of all recorded intervening Assignments, or copies thereof, certified by the
public recording office in which such Assignments have been recorded showing a complete chain
of title from the originator to the Company, with evidence of recording thereon, or a copy thereof
certified by the public recording office in which such Assignment has been recorded or, if the original
Assignment has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
7. Originals, or copies thereof certified by the public recording office in which such
documents have been recorded, of each assumption, extension, modification, written assurance or
substitution agreements, if applicable, or if the original of such document has not been returned from
the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to
the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of power
of attorney or other instrument that authorized and empowered such person to sign bearing evidence that
such instrument has been recorded, if so required in the appropriate jurisdiction where the Mortgaged
Property is located, or a copy thereof certified by the public recording office in which such instrument
has been recorded or, if the original instrument has not been returned from the applicable public
recording office, a true certified copy, certified by the Company.
9. Reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate
settlement procedure forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Xxxxxx Xxx Form 1008) or reasonable
equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a limited
documentation program, all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance
with the Company's underwriting guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal)
..
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and septic
certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection
with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, the Company may provide one certificate for
all of the Mortgage Loans indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2005
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of
[_____________________] 1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as
"[______________________________________], in trust for the [Purchaser], Owner of Mortgage Loans". All
deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This
letter is submitted to you in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "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 deposited at any time in
the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through
the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2005
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of
[____________________]1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as
"[__________________________], in trust for the [Purchaser], Owner of Mortgage Loans, and various
Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by
the Company. This letter is submitted to you in duplicate. Please execute and return one original to
us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "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 deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement")
made as of __________, 200__, among EMC Mortgage Corporation ( "Assignor"), ___________________ (
"Assignee"), and Mid America Bank, fsb ( "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the
residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned
Loan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the
Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor and Company
(the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and
interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right,
title and interest in, to and under the Purchase Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the
"Funding Amount" as set forth in that certain letter agreement, dated as of _________ ____, between
Assignee and Assignor (the "Confirmation") and (ii) Assignor, at its expense, shall have caused to be
delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its
custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an
endorsement of the Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable
form from the Company, in blank. Assignee shall pay the Funding Amount by wire transfer of immediately
available funds to the account specified by Assignor. Assignee shall be entitled to all scheduled
payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other
proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
which agreement is in full force and effect as of the date hereof and the provisions of which have not
been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the
Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as
they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the
transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations
under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens,
claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with
respect to the Assigned Loans or the Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any
modification of, any Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell
the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignor 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 Assignor or its property is subject. The
execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Company, will constitute the valid and legally
binding obligation of Assignor enforceable against Assignor 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;
(g) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignor in connection with the
execution, delivery or performance by Assignor of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action which
would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the
"1933 Act") or which would render the disposition of the Assigned Loans a violation of Section 5 of the
1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of
the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and has all requisite power and authority to acquire, own and
purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Assignee 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 Assignee or its property is subject. The
execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee 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;
(c) No consent, approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by Assignee in connection with the
execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the
transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and
conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date
hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations
as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee
as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase
Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which
have not been waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned
Loans and otherwise to perform its obligations under the Purchase Agreement;
(f) Company has full corporate power and authority to execute, deliver and perform its
obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The
consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of
Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or
instrument to which Company 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 Company or its property is subject. The
execution, delivery and performance by Company of this PAAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Company. This PAAR Agreement has been duly executed and delivered by Company, and, upon the due
authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally
binding obligation of Company, enforceable against Company 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;
(g) No consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made by Company in connection
with the execution, delivery or performance by Company of this PAAR Agreement, or the consummation by it
of the transactions contemplated hereby;
(h) No event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by Company in Sections 3.01 and
3.02 of the Purchase Agreement to be untrue in any material respect; and
(i) Neither this PAAR Agreement nor any certification, statement, report or other
agreement, document or instrument furnished or to be furnished by Company pursuant to this PAAR
Agreement contains or will contain any materially untrue statement of fact or omits or will omit to
state a fact necessary to make the statements contained therein not misleading.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the
Assigned Loans and will service the Assigned Loans in accordance with the Purchase Agreement. It is the
intention of Assignor, Company and Assignee that this PAAR Agreement shall be binding upon and for the
benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the
Assigned Loans without the prior written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase
Agreement and this PAAR Agreement shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, as follows:
(a) In the case of Company,
Mid America Bank, fsb
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxx
Fax: (000) 000-0000
and with respect to notices relating to servicing matters:
Mid America Bank, fsb
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxx
Fax: (000) 000-0000
(b) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxx
Telecopier No.: (000) 000-0000
with a copy to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxx
Telecopier No.: (212) 272-[___]
8. Each party will pay any commissions it has incurred and the fees of its attorneys in
connection with the negotiations for, documenting of and closing of the transactions contemplated
by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New
York, without regard to conflicts of law principles, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such
waiver or modification is in writing and signed by the party against whom such waiver or modification is
sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment
of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the
termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the
same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of
the Purchase Agreement with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control. In the event that any provision of this PAAR Agreement conflicts with any provision
of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
[Modification of Purchase Agreement
16. Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI
Insurer attached hereto as Exhibit [_], or any successor Supplemental PMI Policy given to the
Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental
PMI Policy, any title policy, any hazard insurance policy or any other insurance policy
covering a Mortgage Loan or other related Mortgaged Property, including any amounts required to
be deposited in the Custodial Account pursuant to Section 4.04, 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 Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the Supplemental PMI Insurer with respect to the
Supplemental PMI Policy and, in this regard, to take such action as shall be necessary to permit
recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental
PMI Insurer any required information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer
tape, or other mutually acceptable format, the unpaid principal balance, insurer certificate number,
lender loan number, and premium due the Supplemental PMI Insurer for each Mortgage Loan covered by the
Supplemental PMI Policy. In addition, the Company agrees to forward to the
Purchaser and the [Securities Administrator] any statements or other reports given by the
Supplemental PMI Insurer to the Servicer in connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 9.01 is amended to read as follows:
"Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or
servicer for more than thirty days, or the Company fails to meet the servicer eligibility requirements
of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year
first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
MID AMERICA BANK, FSB
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ATTACHMENT 1
ASSIGNED LOAN SCHEDULE
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EXHIBIT E
FORM OF TRIAL BALANCE
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the
Purchaser, the undersigned hereby certifies that he or she is an officer of the Company requesting
release of the documents for the reason specified below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned Mortgage Loan was paid in full or that the Company
has been notified that payment in full has been or will be escrowed. The Company hereby certifies that
all amounts with respect to this loan which are required under the Agreement have been or will be
deposited in the Custodial Account as required.
_____ The above captioned Mortgage Loan is being repurchased pursuant to the terms of the Agreement.
The Company hereby certifies that the repurchase price has been credited to the Custodial Account as
required under the Agreement.
_____ The above captioned Mortgage Loan is being placed in foreclosure and the original documents are
required to proceed with the foreclosure action. The Company hereby certifies that the documents will
be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the
Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release
to the Company all original Mortgage Loan Documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
The Purchaser hereby acknowledges that all original documents previously released on the above
captioned Mortgage Loan have been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between Mid America Bank, fsb, located
at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxx 00000 (the "Company") and EMC Mortgage
Corporation, a Delaware corporation, located at Mac Xxxxxx Xxxxx XX, 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000 (the "Purchaser") is made pursuant to the terms and conditions of that certain
Purchase, Warranties and Servicing Agreement, as amended (the "Agreement") dated as of February 1, 2006,
between the Company and the Purchaser, the provisions of which are incorporated herein as if set forth
in full herein, as such terms and conditions may be modified or supplemented hereby. All initially
capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the
Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser,
all of the Company's right, title and interest in and to the Mortgage Loans on a servicing retained
basis described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and in
accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or
modified hereby. Hereinafter, the Company shall service the Mortgage Loans for the benefit of the
Purchaser and all subsequent transferees of the Mortgage Loans pursuant to and in accordance with the
terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms
shall have the following meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the
Purchaser is subject to the fulfillment, on or prior to the applicable Closing Date, of the following
additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents
shall be delivered with respect to the Mortgage Loans: [None].
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date
hereof, the Company makes the following additional representations and warranties with respect to
the Mortgage Loans: [None]. [Notwithstanding anything to the contrary set forth in the Agreement,
with respect to each Mortgage Loan to be sold on the Closing Date, the representation and warranty
set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, the Agreement shall remain in full force and effect as of the date
hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by
their respective duly authorized officers as of the date first above written.
MID AMERICA BANK, FSB
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
SCHEDULE I
MORTGAGE LOAN SCHEDULE
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of February 1, 2006
between
EMC MORTGAGE CORPORATION,
as Purchaser
and
MID AMERICA BANK, FSB,
as Company
This AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this 1st day of February,
2006, by and between EMC Mortgage Corporation, a Delaware corporation, as purchaser (the "Purchaser")
and Mid America Bank, fsb, as company (the "Company") in connection with the Purchase, Warranties and
Servicing Agreement, dated as of February 1, 2006, between the above mentioned parties (the
"Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the
Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned
to such terms in the Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding
the following definitions to Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Delinquency Recognition Policies: The delinquency recognition policies set forth in Exhibit Q.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any
Pass-Through Transfer.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Pass-Through Transfer, the "master servicer," if any,
identified in the related transaction documents.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in
connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided
that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an
agreement between the Company and such Person that contemplated that such Person would underwrite
mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines
designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such
Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i)
above and were acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in
origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or
(y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the
Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company,
pre-purchase or post-purchase quality assurance procedures (which may involve, among other things,
review of a sample of mortgage loans purchased during a particular time period or through particular
channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the
underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as
may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in
Item 1122(d) of Regulation AB, or any amendments thereto, a summary of the requirements of which as of
the date hereof is attached hereto as Exhibit M for convenience of reference only. In the event of a
conflict or inconsistency between the terms of Exhibit M and the text of Item 1122(d) of Regulation AB,
the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any
certification required under the Xxxxxxxx-Xxxxx Act of 2002 with respect to a Pass-Through Transfer in
response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and
1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated
Mortgage Loans acquired by the Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by
deleting in its entirety the definition of Subservicer in Section 1.01 and replacing it with the
following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB. Any subservicer shall meet the qualifications set forth in Section 4.01.
4. Article I of the Agreement is hereby amended effective as of the date hereof by
deleting in its entirety the definition of Principal Prepayment in Section 1.01 and replacing it with
the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial
which is received in advance of its scheduled Due Date, including any Prepayment Charge and 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.
5. Article III of the Agreement is hereby amended effective as of the date hereof by
revising Section 3.01(n) as follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its
last two complete fiscal years as requested. All such financial information fairly presents the
pertinent results of operations and financial position for the period identified and has been prepared
in accordance with GAAP throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the servicing policies and procedures, business, operations, financial
condition, properties or assets of the Company since the date of the Company's financial information
that would have a material adverse effect on its ability to perform its obligations under this Agreement;
6. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise
disclosed to the Purchaser, any Master Servicer and any Depositor: (1) no default or servicing related
performance trigger has occurred as to any other securitization due to any act or failure to act of the
Company; (2) no material noncompliance with applicable servicing criteria as to any other securitization
has occurred, been disclosed or reported by the Company; (3) the Company has not been terminated as
servicer in a residential mortgage loan securitization, either due to a servicing default or to
application of a servicing performance test or trigger; (4) no material changes to the Company's
servicing policies and procedures for similar loans has occurred in the preceding three years; (5) there
are no aspects of the Company's financial condition that could have a material adverse impact on the
performance by the Company of its obligations hereunder; (6) there are no legal proceedings pending, or
known to be contemplated by governmental authorities, against the Company that could be material to
investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations,
relationships or transactions relating to the Company of a type that are described under Item 1119 of
Regulation AB.
7. Article III of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 3.02(iii):
With respect to each Mortgage Loan, information regarding the borrower credit files related to
such Mortgage Loan has been furnished to credit reporting agencies in compliance with the provisions of
the Fair Credit Reporting Act and the applicable implementing regulations.
8. Article IV of the Agreement is hereby amended effective as of the date hereof by
adding this sentence after the first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related
to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations.
9. Article IV of the Agreement is hereby amended effective as of the date hereof by
deleting in its entirety the last paragraph of Section 4.02 and replacing it with the following:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall
have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal
agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has
been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is
standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Company, maximize recovery of total
proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a
Prepayment Charge is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by
the Remittance Date.
10. Article IV of the Agreement is hereby amended effective as of the date hereof by
revising the first paragraph of Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use Delinquency
Recognition Policies to be provided by EMC or as described to and approved by the Purchaser, and shall
revise these policies as reasonably requested by the Purchaser from time to time.
11. Article V of the Agreement is hereby amended effective as of the date hereof by
deleting Section 5.02 in its entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.
The Company shall furnish to Purchaser an individual loan accounting report, as of the last
Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding
individual loan accounting report shall be received by the Purchaser no later than the fifth Business
Day of the following month on a disk or tape or other computer-readable format in such format as may be
mutually agreed upon by both Purchaser and Company, and no later than the fifth Business Day of the
following month in hard copy, and shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including
the date of such prepayment, and any prepayment penalties or premiums, along with a detailed report of
interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such
remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by
the Company during the prior distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal
Balance of all Mortgage Loans as of the first day of the distribution period and the last day of the
distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds received during the prior
distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
paid by the Company in accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the
last day of the distribution period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan
(a) delinquent as grouped in the following intervals through final liquidation of such Mortgage Loan: 30
to 59 days, 60 to 89 days, 90 days or more; (b) as to which foreclosure has commenced; and (c) as to
which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss
following liquidation of such Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the
amount of any Monthly Advances made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by
the Company with respect to such Mortgage Loan including the amount, terms and general purpose of such
Servicing Advances, and the aggregate amount of Servicing Advances for all Mortgage Loans during the
prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made
by the Company with respect to such Mortgage Loan including the amount, terms and general purpose of
such Nonrecoverable Advances, and the aggregate amount of Nonrecoverable Advances for all Mortgage Loans
during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
Advances and Nonrecoverable Advances reimbursed to the Company with respect to such Mortgage Loan during
the prior distribution period pursuant to Section 4.05, and the source of funds for such reimbursement,
and the aggregate amount of any Monthly Advances, Servicing Advances and Nonrecoverable Advances
reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to
Section 4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications,
extensions or waivers to the terms, fees, penalties or payments of such Mortgage Loan during the prior
distribution period or that have cumulatively become material over time;
(xvii) a description of any material breach of a representation or warranty set forth in
Section 3.01 or Section 3.02 herein or of any other breach of a covenant or condition contained herein
and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute
Mortgage Loan provided by the Company and the Stated Principal Balance of any Mortgage Loan that has
been replaced by a substitute Mortgage Loan in accordance with Section 3.03 herein; and
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan
that has been repurchased by the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other information known or
available to the Company that is necessary in order to provide the distribution and pool performance
information as required under Item 1121 of Regulation AB, as amended from time to time, as determined by
the Purchaser in its sole discretion. The Company shall also provide a monthly report, in the form of
Exhibit E hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any
Master Servicer, Exhibit F with respect to defaulted mortgage loans and Exhibit P, with respect to
realized losses and gains, with each such report.
The Company shall prepare and file any and all information statements or other filings required
to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall
provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than ninety (90) days after the end of each calendar year, the Company
shall furnish to each Person who was a Purchaser at any time during such calendar year an annual
statement in accordance with the requirements of applicable federal income tax law as to the aggregate
of remittances for the applicable portion of such year.
12. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.04 in its entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser and any Master Servicer, not later than
March 1 of each calendar year beginning in 2007, an officers' certificate acceptable to the Purchaser
(an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the
activities of the Company during the preceding calendar year and of performance under this Agreement or
other applicable servicing agreement has been made under such officers' supervision and (ii) to the best
of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations
under this Agreement or other applicable servicing agreement in all material respects throughout such
year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status of cure provisions thereof. Such
Annual Statement of Compliance shall contain no restrictions or limitations on its use that would
prohibit the Purchaser, the Depositor or any Master Servicer to comply with the Securities Act, the
Exchange Act and the rules and regulations of the Commission thereunder, and its filing under such laws
and regulations. Copies of such statement shall be provided by the Company to the Purchaser upon
request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans.
In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage
Loans to a Subservicer, the Company shall deliver an Annual Statement of Compliance of the Subservicer
as described above as to each Subservicer as and when required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by
March 1 of each calendar year beginning in 2007, an officer of the Company shall execute and deliver an
officer's certificate (an "Annual Certification") to the Purchaser, any Master Servicer and any related
Depositor for the benefit of each such entity and such entity's affiliates and the officers, directors
and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit L.
In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage
Loans to a Subservicer, the Company shall deliver an Annual Certification of the Subservicer as
described above as to each Subservicer as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance and Annual
Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for
the Company to deliver such Annual Statement of Compliance and Annual Certification, but in no event
later than March 15th of such year.
(d) Failure of the Company to timely comply with this Section 6.04 shall be deemed an
Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to
by the Purchaser as set forth in 6.04(c), and Purchaser may, in addition to whatever rights the
Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the Company under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for
the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to
Section 10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement
or any other agreement to the contrary.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by
deleting Section 6.05 in its entirety and replacing it with the following:
Section 6.05 [Reserved]
14. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each
subservicer to servicer or administer, the Mortgage Loans in accordance with all applicable requirements
of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company
shall deliver to the Purchaser or its designee, any Master Servicer and any Depositor on or before March
1 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably
satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the Company's assessment
of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise reasonably required by the
Master Servicer, which as of the date hereof, require a report by an authorized officer of the Company
that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the
Servicing Criteria applicable to the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess
compliance with the Servicing Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any
material instance of noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities transactions taken as a
whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the Company's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the
Company, which statement shall be based on the activities it performs with respect to asset-backed
securities transactions taken as a whole involving the Company, that are backed by the same asset type
as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit O hereto delivered to the Company concurrently with
the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or
before March 1 of each calendar year beginning in 2007, the Company shall furnish to the Purchaser or
its designee, any Master Servicer and any Depositor a report (an "Attestation Report") by a registered
public accounting firm that attests to, and reports on, the Assessment of Compliance made by the
Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or
as otherwise reasonably required by the Master Servicer, which Attestation Report must be made in
accordance with standards for attestation reports issued or adopted by the Public Company Accounting
Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company
pursuant to Section 11.20 to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, to deliver to the Purchaser, any Master Servicer and any Depositor an assessment
of compliance and accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by
March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to
deliver such Assessment of Compliance or Attestation Report, but in no event later than March 15th of
such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of
Default, automatically, without notice and without any cure period, unless otherwise agreed to by the
Purchaser as described herein, and Purchaser may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and
specific performance, terminate all the rights and obligations of the Company under this Agreement and
in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as
provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of
this Agreement. This paragraph shall supercede any other provision in this Agreement or any other
agreement to the contrary.
15. Article VI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), (q),
(r) and (s), 5.02, 6.04, 6.07, 11.18 and 11.20 of this Agreement is to facilitate compliance by the
Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of
the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its right to
request delivery of information or other performance under these provisions other than in good faith, or
for purposes other than compliance with the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder. The Company acknowledges that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor in good
faith for delivery of information under these provisions on the basis of evolving interpretations of
Regulation AB. In connection with any Pass-Through Transfer, the Company shall cooperate fully with the
Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor,
any and all statements, reports, certifications, records and any other information necessary in the good
faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to
comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
16. Article IX of the Agreement is hereby amended effective as of the date hereof by
deleting the first sentence of the last paragraph of Section 9.01 and replacing it with the following
(new text underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been
remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default
under clauses (iii), (iv) or (v) above, or as otherwise stated herein, in which case, automatically and
without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03
and 8.01 and at law or equity or to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Company (and if the Company is servicing any of the
Mortgage Loans in a Pass-Through Transfer, appoint a successor servicer reasonably acceptable to any
Master Servicer for such Pass-Through Transfer) under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Company for the same.
17. Article IX of the Agreement is hereby amended effective as of the date hereof by
adding the following at the end of the last paragraph of Section 9.01:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a Master
Servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or
such designee) or such Depositor, as such are incurred, in connection with the termination of the
Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The
provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have
under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise,
whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
18. Article XI of the Agreement is hereby amended effective as of the date hereof by
restating Section 11.18 in its entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on
or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the
Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of
the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through
Transfers.
The Purchaser and the Company agree that in no event shall there be more than three (3)
Reconstitutions per Mortgage Loan pool.
The Company agrees to execute in connection with any agreements among the Purchaser, the
Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and
Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser's request, a
seller's warranties and servicing agreement or a participation and servicing agreement or similar
agreement in form and substance reasonably acceptable to the parties, and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to
the parties, (collectively the agreements referred to herein are designated, the "Reconstitution
Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to
the contrary in this Section 11.18, the Company agrees that it is required to perform the obligations
described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and
perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any
other participants in such Reconstitution:
(i) any and all information and appropriate verification of information which may be
reasonably available to the Company, whether through letters of its auditors and counsel (excluding that
protected by the attorney-client privilege unless waived) or otherwise, as the Purchaser or any such
other participant shall request upon reasonable demand;
(ii) such additional representations, warranties, covenants, letters from auditors, and
certificates of public officials or officers of the Company as are reasonably agreed upon by the Company
and the Purchaser or any such other participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to
the Company (as originator) and each Third-Party Originator of the Mortgage Loans as required under Item
1110(a) and (b) of Regulation AB, a summary of the requirements of which has of the date hereof is
attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole
discretion. If requested by the Purchaser, this will include information about the applicable
credit-granting or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or,
as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the
mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as
provided below) originated by (i) the Company, if the Company is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each
Third-Party Originator. Such Static Pool Information shall be prepared by the Company (or Third-Party
Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item
1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available to the Company
(or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type,
the Purchaser or any Depositor shall be entitled to specify whether some or all of such information
shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the
form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor.
Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans
included in the vintage origination year or prior securitized pool. The most recent periodic increment
must be as of a date no later than 135 days prior to the date of the prospectus or other offering
document in which the Static Pool Information is to be included or incorporated by reference. The Static
Pool Information shall be provided in an electronic format that provides a permanent record of the
information provided, such as a portable document format (pdf) file, or other such electronic format
reasonably required by the Purchaser or the Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the
Company (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole discretion. In the event that the Company has delegated
any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall
provide the information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated)
against the Company (as originator and as servicer) and each other originator of the Mortgage
Loans and each Subservicer as required by Item 1117 of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of
reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and
as servicer) and each other originator of the Mortgage Loans and each Subservicer as required
by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof
is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser
in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Company
(as originator and as servicer) and each other originator of the Mortgage Loans and each
Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements
of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause
each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any
additional incremental expense associated with delivery pursuant to this Agreement), such statements and
agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or
Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with
respect to the Company's or Third-Party Originator's originations or purchases, to calendar months
commencing January 1, 2006, or to any financial information included in any other disclosure provided
under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such statements
and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such
Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any
broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Pass-Through
Transfer. Any such statement or letter may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) within two (2) Business Days of the event described below, provide notice
to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings involving the Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a Pass-Through Transfer between
the Company, any Subservicer or any Third-Party Originator and any of the parties specified in clause
(D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all
of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to
perform or assist in the performance of any of the Company's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser, any Master Servicer and any Depositor a
description of such proceedings, affiliations or relationships;
All notification pursuant to this Section 11.18 (viii)(B) should be sent to:
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
With a copy to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx, Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
Notifications pursuant to Section 11.18 (viii)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Xxxxxx Xxxxx
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Associate General Counsel for Loan Administration
Facsimile: (000) 000-0000
With copies to:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx, Xxxx, XX 00000
Attention: Global Credit Administration
Facsimile: (000) 000-0000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Conduit Seller Approval Dept.
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
(ix) As a condition to the succession to the Company or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the
Company or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor
to the Company or any Subservicer (unless such successor has been appointed by the Purchaser, any Master
Servicer or any Depositor), the Company shall provide to the Purchaser, any Master Servicer, and any
Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x)
written notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing
and in form and substance reasonably satisfactory to the Purchaser and such Depositor, all information
reasonably requested by the Purchaser or any Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is obligated to provide
pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the
filing of any distribution report on Form 10-D in respect of any Pass-Through Transfer that includes any
of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such Subservicer, as
applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party
responsible for filing such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information, data, and materials related
thereto as may be required to be included in the related distribution report on Form 10-D (as specified
in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset
terms, fees, penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by
the same pool assets, any pool asset changes (such as, additions, substitutions or
repurchases), and any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide, as requested, to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any certification or statement, copies or
other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial
information and reports, and such other information related to the Company or any Subservicer or the
Company or such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the
applicable Item of Regulation AB as cited above, the text of Regulation AB, its adopting release and
other public statements of the SEC shall control.
(xii) If so requested by the Purchaser or any Depositor on any date, the Company shall,
within five Business Days following such request, confirm in writing the accuracy of the representations
and warranties set forth in Section 3.01(p) of this Agreement or, if any such representation and
warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the
following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person
(including, but not limited to, any Master Servicer, if applicable) responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as
underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act);
and the respective present and former directors, officers, employees, agents and affiliates of each of
the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising
out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, data, accountants' letter or other material provided under this
Section 11.18 by or on behalf of the Company, or provided under this Section 11.18 by or on behalf of
any Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or
(B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely by reference to the Company Information and not
to any other information communicated in connection with a sale or purchase of securities, without
regard to whether the Company Information or any portion thereof is presented together with or
separately from such other information;
(ii) any breach by the Company of its obligations under this Section 11.18, including
particularly any failure by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator to deliver any information, report, certification, accountants' letter or other material when
and as required under this Section 11.18, including any failure by the Company to identify pursuant to
Section 11.20 any Subcontractor "participating in the servicing function" within the meaning of Item
1122 of Regulation AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in
a writing furnished pursuant to Section 3.01(q) and made as of a date prior to the closing date of the
related Pass-Through Transfer, to the extent that such breach is not cured by such closing date, or any
breach by the Company of a representation or warranty in a writing furnished pursuant to Section 3.01(q)
to the extent made as of a date subsequent to such closing date; or
(iv) the gross negligence, bad faith or willful misconduct of the Company in connection
with its performance under this Section 11.18;
provided, however, that the Purchaser shall indemnify the Company and its present and former directors,
officers, and employees and hold each of them harmless from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain from any untrue statement or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact required to be
stated in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading, contained in any prospectus or prospectus supplement containing Company
Information not arising out of or based upon the Company Information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an
Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by
such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such
Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified
Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse
the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution
or filing of any report required to be filed with the Commission with respect to such Pass-Through
Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by each such
party in order to obtain the information, report, certification, accountants' letter or other material
not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator.
This indemnification shall survive the termination of this Agreement or the termination of any
party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject
to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with
respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.
The Purchaser agrees to reimburse the Company for its reasonable out-of-pocket expenses
incurred in connection with any Reconstitution hereunder; provided, however, such amount shall not
exceed $5,000 and shall be remitted by the Purchaser upon written request from the Company which shall
be accompanied with receipts or bills detailing such expenses; provided, further, in the event that such
amount exceeds $5,000, the Purchaser shall reimburse the Company if the Purchaser approves in writing of
such expenses prior to when incurred by the Company.
19. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.20:
Section 11.20. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution
Agreement unless the Company complies with the provisions of paragraph (b) of this Section. The Company
shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the
obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the
Company complies with the provisions of paragraph (d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and
with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this Agreement to the same extent as if such
Subservicer were the Company, and to provide the information required with respect to such Subservicer
under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement
of Compliance required to be delivered by such Subservicer under Section 6.04(a), any Assessment of
Compliance and Attestation Report required to be delivered by such Subservicer under Section 6.07 and
any Annual Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser, any Master Servicer
and any Depositor (or any designee of the Depositor, such as an administrator) a written description (in
form and substance satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role
and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the
identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in
the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of
the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any
such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 6.07 and 11.18 of this Agreement to the same extent
as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and
Attestation Report and the other certificates required to be delivered by such Subservicer and such
Subcontractor under Section 6.07, in each case as and when required to be delivered.
20. Article XI of the Agreement is hereby amended effective as of the date hereof by
adding the following new Section 11.21:
Section 11.21. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party
beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct
party to this Agreement.
21. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its
entirety and replacing it with the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
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 file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
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 service 4 Max length of 6 6
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 Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
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 that MM/DD/YYYY 10
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 applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
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 by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status of a 15=Bankruptcy,
particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
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 loss, 2 No commas(,) or dollar signs 11
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. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
22. The Agreement is hereby amended as of the date hereof by adding the following new
Exhibit F:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
XXXX_XXXXXXX Xxxxxx Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: 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 code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
23. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit K:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service to a securitization documents;
(ii) service on a "Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO
Property), (iii) make compensating interest payments on payoffs and curtailments and (iv) remit and
report to a Master Servicer in format acceptable to such Master Servicer by the 10th calendar day of
each month.
o The Company shall provide an acceptable annual certification (officer's certificate)
to the Master Servicer (as required by the Xxxxxxxx-Xxxxx Act of 2002) as well as any other annual
certifications required under the securitization documents (i.e. the annual statement as to
compliance/annual independent certified public accountants' servicing report due by March 1 of each
year).
o The Company shall allow for the Purchaser, the Master Servicer or their designee to
perform a review of audited financials and net worth of the Company.
o The Company shall provide a Uniform Single Attestation Program certificate and
Management Assertion as requested by the Master Servicer or the Purchaser.
o The Company shall provide information on each Custodial Account as requested by the
Master Servicer or the Purchaser, and each Custodial Accounts shall comply with the requirements for
such accounts as set forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the requirements of
the Master Servicer.
24. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the
"Company"), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon
this certification, that:
I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company
Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in the light of the circumstances under which such statements were
made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review conducted in preparing
the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the
Servicing Assessment and Attestation Report required to be provided by the Company and by any
Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has
been disclosed in such reports.
25. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit M and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other
triggers and events of default in accordance with the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies
and procedures are instituted to monitor the third party's performance and compliance with such
servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer
for the mortgage loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business days following receipt, or such
other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor
are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are made, reviewed and approved
as specified in the transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately maintained (e.g., with respect
to commingling of cash) as set forth in the transaction agreements.
(E) Each custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and related bank clearing accounts.
These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in the transaction agreements; (C)
reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days specified in the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and
number of mortgage loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with
timeframes, distribution priority and other terms set forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the
Servicer's investor records, or such other number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the
transaction agreements or related mortgage loan documents.
(B) Mortgage loan and related documents are safeguarded as required by the
transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed
and approved in accordance with any conditions or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the
related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's
records with respect to an obligor's unpaid principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans
(e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications
and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated,
conducted and concluded in accordance with the timeframes or other requirements established by the
transaction agreements.
(H) Records documenting collection efforts are maintained during the period a
mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained
on at least a monthly basis, or such other period specified in the transaction agreements, and describe
the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with
variable rates are computed based on the related mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts):
(A) such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an
annual basis, or such other period specified in the transaction agreements; (B) interest on such funds
is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are
made on or before the related penalty or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has been received by the Servicer at least 30
calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf
of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment
was due to the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days
to the obligor's records maintained by the Servicer, or such other number of days specified in the
transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and
recorded in accordance with the transaction agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
26. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or
inconsistency between the terms of this Exhibit N and the text of Regulation AB, the text of Regulation
AB, its adopting release and other public statements of the SEC shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or
purchased by the Company and which are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for
prior securitized pools of the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the
Mortgage Loans, provide the static pool information by vintage origination years regarding loans
originated or purchased by the Company, instead of by prior securitized pool. A vintage origination year
represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company
has been originating or purchasing (in the case of data by vintage origination year) or securitizing (in
the case of data by prior securitized pools) such mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as
applicable, shall be presented in monthly increments over the life of the mortgage loans included in the
vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or
vintage origination years, as applicable and material, including: number of pool assets, original pool
balance, weighted average initial loan balance, weighted average mortgage rate, weighted average and
minimum and maximum FICO, product type, loan purpose, weighted average and minimum and maximum LTV,
distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including
interim service, 20% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general
discussion of the Company's experience in servicing assets of any type as well as a more detailed
discussion of the Company's experience in, and procedures for the servicing function it will perform
under this Agreement and any Reconstitution Agreements; information regarding the size, composition and
growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and
information on factors related to the Company that may be material to any analysis of the servicing of
the Mortgage Loans or the related asset-backed securities, as applicable, including whether any default
or servicing related performance trigger has occurred as to any other securitization due to any act or
failure to act of the Company, whether any material noncompliance with applicable servicing criteria as
to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing
the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing
function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of
the type similar to the Mortgage Loans during the past three years;
-information regarding the Company's financial condition to the extent that there is a material
risk that the effect on one or more aspects of servicing resulting from such financial condition could
have a material impact on the performance of the securities issued in the Pass-Through Transfer, or on
servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage
Loans, and the Company's processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the
Mortgage Loans and the Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as
through liquidation of REO Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to
originate, 10% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated
originators that originated, or is expected to originate, 20% or more of the mortgage loans in any loan
group in the securitization issued in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged
in originating residential mortgage loans, which description must include a discussion of the Company's
experience in originating mortgage loans of the same type as the Mortgage Loans and information
regarding the size and composition of the Company's origination portfolio as well as information that
may be material to an analysis of the performance of the Mortgage Loans, such as the Company's
credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property,
including any proceedings known to be contemplated by governmental authorities, that may be material to
the holders of the securities issued in the Pass-Through Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each
Subservicer with the sponsor, depositor, issuing entity, trustee, any originator, any other servicer,
any significant obligor, enhancement or support provider or any other material parties related to the
Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding
entered into outside of the ordinary course of business or on terms other than those obtained in an
arm's length transaction with an unrelated third party, apart from the Pass-Through Transfer, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists
currently or has existed during the past two years, that may be material to the understanding of an
investor in the securities issued in the Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding
involving or relating to the Mortgage Loans or the Pass-Through Transfer, including the material terms
and approximate dollar amount involved, between the Company, each other originator of the Mortgage Loans
and each Subservicer, or their respective affiliates and the sponsor, depositor or issuing entity or
their respective affiliates, that exists currently or has existed during the past two years.
27. The Agreement is hereby amended effective as of the date hereof by adding the
following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
---------------------------------------------------------------------
----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
28. The Agreement is hereby amended as of the date hereof by adding the following new
Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate
line items. Claim packages are due on the remittance report date. Late submissions may result
in claims not being passed until the following month. The Servicer is responsible to remit all
funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 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. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved
Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and
Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
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
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 Type: REO Sale 3rd Party Sale Short Sale Charge
Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
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 (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(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__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
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 / Gov't Insurance ________________ (18a)
HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
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29. The Agreement is hereby amended as of the date hereof by adding the following new
Exhibit Q:
EXHIBIT Q
Delinquency Recognition Policies
[To be provided by EMC and mutually agreed by the parties]
30. Except as amended above, the Agreement shall continue to be in full force and effect
in accordance with its terms.
31. This Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts and of said counterparts taken together shall be deemed to constitute one and the
same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:________________________________________
Name:
Title:
MID AMERICA BANK, FSB,
as Company
By:_________________________________________
Name:
Title:
EXHIBIT H-7
EMC MORTGAGE CORPORATION
Purchaser
and
XXXXX FARGO BANK, N.A.
Company
___________________________________________________________________
AMENDED AND RESTATED MASTER
SELLER'S WARRANTIES AND SERVICING AGREEMENT
Dated as of November 1, 2005
___________________________________________________________________
Fixed Rate and Adjustable Rate Mortgage Loans
TABLE OF CONTENTS
ARTICLE I DEFINITIONS...................................................................................1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL
AGREEMENT; DELIVERY OF DOCUMENTS.............................................................14
ARTICLE III REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH...........................................17
ARTICLE IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...............................................36
ARTICLE V PAYMENTS TO PURCHASER........................................................................52
ARTICLE VI GENERAL SERVICING PROCEDURES.................................................................54
ARTICLE VII COMPANY TO COOPERATE.........................................................................59
ARTICLE VIII THE COMPANY..................................................................................59
ARTICLE IX SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS.......................61
ARTICLE X DEFAULT......................................................................................71
ARTICLE XI TERMINATION..................................................................................73
ARTICLE XII MISCELLANEOUS PROVISIONS.....................................................................74
EXHIBITS
Exhibit A Form of Assignment and Conveyance
Agreement
Exhibit B Custodial Agreement
Exhibit C Contents of Each Retained Mortgage File,
Servicing File and Custodial Mortgage File
Exhibit D Servicing Criteria
Exhibit E Form of Sarbanes Certification
Exhibit F Form of Xxxxxxxx-Xxxxx Back-Up
Certification
Exhibit G Form of Assignment, Assumption and
Recognition Agreement
Exhibit H Electronic Data File
This is an Amended and Restated Master Seller's Warranties and Servicing Agreement for
residential first mortgage loans, dated and effective as of November 1, 2005, and is executed between
EMC Mortgage Corporation, as purchaser (the "Purchaser"), and Xxxxx Fargo Bank, N.A., as seller and
servicer (the "Company").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Company and the Company has agreed to
sell to the Purchaser from time to time (each a "Transaction") certain residential Mortgage Loans which
shall be delivered as whole loans (each a "Loan Package") on various dates (each a "Closing Date") as
provided for in certain Assignment and Conveyance Agreements by and between the Purchaser and the
Company as executed from time to time; and
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security
instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the
related Mortgage Loan Schedule; and
WHEREAS, the Purchaser and the Company wish to prescribe the manner of purchase of the Mortgage
Loans and the conveyance, servicing and control of the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser
and the Company agree as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the content otherwise requires,
shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices of prudent mortgage lending institutions which service mortgage loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage
Interest Rate is adjusted in accordance with the terms of the related Mortgage Note and Mortgage.
Agency/Agencies: Xxxxxx Xxx, Xxxxxxx Mac or GNMA, or any of them as applicable.
Agency Transfer: Any sale or transfer of some or all of the Mortgage Loans by the Purchaser to
an Agency which sale or transfer is not a Securitization Transaction or Whole Loan Transfer.
Agreement: This Amended and Restated Master Seller's Warranties and Servicing Agreement and
all amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
Appraised Value: With respect to any Mortgage Loan, the lesser of (i) the value set forth on
the appraisal made in connection with the origination of the related Mortgage Loan as the value of the
related Mortgaged Property, or (ii) the purchase price paid for the Mortgaged Property, provided,
however, in the case of a refinanced Mortgage Loan, such value shall be based solely on the appraisal
made in connection with the origination of such Mortgage Loan.
Assignment and Conveyance Agreement: With respect to each Transaction, the agreement
between the Purchaser and the Company conveying to the Purchaser all the right, title and interest of
the Company in and to the related Mortgage Loans listed on the related Mortgage Loan Schedule, a form of
which is attached hereto as Exhibit A.
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 or if the related
Mortgage has been recorded in the name of MERS or its designee, such actions as are necessary to cause
the Purchaser to be shown as the owner of the related Mortgage on the records of MERS for purposes of
the system of recording transfers of beneficial ownership of mortgages maintained by MERS, including
assignment of the MIN Number which will appear either on the Mortgage or the Assignment of Mortgage to
MERS.
Assignment of Mortgage Note and Pledge Agreement: With respect to a Cooperative Loan, an
assignment of the Mortgage Note and Pledge Agreement.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, an assignment of the
Proprietary Lease sufficient under the laws of the jurisdiction wherein the related Cooperative
Apartment is located to effect the assignment of such Proprietary Lease.
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 where the parties are located or are authorized or obligated
by law or executive order to be closed.
Buydown Agreement: An agreement between the Company and a Mortgagor, or an agreement among the
Company, a Mortgagor and a seller of a Mortgaged Property or a third party with respect to a Mortgage
Loan which provides for the application of Buydown Funds.
Buydown Funds: In respect of any Buydown Mortgage Loan, any amount contributed by the seller
of a Mortgaged Property subject to a Buydown Mortgage Loan, the buyer of such property, the Company or
any other source, plus interest earned thereon, in order to enable the Mortgagor to reduce the payments
required to be made from the Mortgagor's funds in the early years of a Mortgage Loan.
Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement,
(i) the Mortgagor pays less than the full Monthly Payments specified in the Mortgage Note for a
specified period, and (ii) the difference between the payments required under such Buydown Agreement and
the Mortgage Note is provided from Buydown Funds.
Buydown Period: The period of time when a Buydown Agreement is in effect with respect to a
related Buydown Mortgage Loan.
Closing Date: The date or dates, set forth in the related Commitment Letter, on which from
time to time the Purchaser shall purchase and the Company shall sell the Mortgage Loans listed on the
related Mortgage Loan Schedule for each Transaction.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time or any
successor statute thereto, and applicable U.S. Department of the Treasury regulations issued pursuant
thereto.
Commission: The United States Securities and Exchange Commission.
Commitment Letter: The commitment letter executed in relation to each Transaction that sets
forth, among other things, the Purchase Price for the related Mortgage Loans.
Company: Xxxxx Fargo Bank, N.A., or its successor in interest or assigns, or any successor to
the Company under this Agreement appointed as herein provided.
Company Information: As defined in Section 9.01(f)(i)(A).
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be released to a Mortgagor in accordance with the terms of the related
Mortgage Loan Documents.
Cooperative: The entity that holds title (fee or an acceptable leasehold estate) to all of the
real property that the Project comprises, including the land, separate dwelling units and all common
areas.
Cooperative Apartment: The specific dwelling unit relating to a Cooperative Loan.
Cooperative Lien Search: A search for (a) federal tax liens, mechanics' liens, lis pendens,
judgments of record or otherwise against (i) the Cooperative, (ii) the seller of the Cooperative
Apartment and (iii) the Company if the Cooperative Loan is a refinanced Mortgage Loan, (b) filings of
financing statements and (c) the deed of the Project into the Cooperative.
Cooperative Loan: A Mortgage Loan that is secured by Cooperative Shares and a Proprietary Lease
granting exclusive rights to occupy the related Cooperative Apartment.
Cooperative Shares: The shares of stock issued by a Cooperative, owned by the Mortgagor, and
allocated to a Cooperative Apartment.
Covered Loan: A Mortgage Loan categorized as "Covered" pursuant to the Standard & Poor's
Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect
on each related Closing Date.
Custodial Account: The separate account or accounts created and maintained pursuant to Section
4.04.
Custodial Agreement: The agreement governing the retention of the originals of each Mortgage
Note, Mortgage, Assignment of Mortgage and other Mortgage Loan Documents, a form of which is annexed
hereto as Exhibit B.
Custodial Mortgage File: The items referred to as items (1), (2), (4), (5) and (10) in Exhibit
C annexed hereto to be delivered by the Company to the Custodian on the related Closing Date with
respect to a particular Mortgage Loan, and any additional documents required to be added to the
Custodial Mortgage File and delivered to the custodian pursuant to this Agreement.
Custodian: The custodian under the Custodial Agreement, or its successor in interest or
assigns, or any successor to the Custodian under the Custodial Agreement as provided therein.
Cut-off Date: With respect to each Transaction, the first day of the month in which the related
Closing Date occurs.
Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the Company in accordance with
the terms of this Agreement and which is, in the case of a substitution pursuant to Section 3.03,
replaced or to be replaced with a Qualified Substitute Mortgage Loan.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transaction.
Determination Date: The Business Day immediately preceding the related Remittance Date.
Due Date: The first 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 in the first day of the month of the
Remittance Date.
Electronic Data File: The final electronic file of the Mortgage Loans, in relation to each
Transaction, provided by Company to the Purchaser on or before the related Closing Date.
Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be
maintained by the Company pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and maintained pursuant to Section
4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and
hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 10.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Xxxxxx Xxx: The Federal National Mortgage Association or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation or any successor thereto.
Gross Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount
set forth in the related Mortgage Note which is added to the Index in order to determine the related
Interest Rate, as set forth in the Mortgage Loan Schedule.
High Cost Loan: A Mortgage Loan classified as (a) a "high cost" loan under the Home Ownership
and Equity Protection Act of 1994, (b) a "high cost home," "threshold," "covered," "high risk home,"
"predatory" or similar loan under any other applicable state, federal or local law or (c) a Mortgage Loan
categorized as "High Cost" pursuant to the Standard & Poor's Glossary for File Format for LEVELS®
Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.
Home Loan: A Mortgage Loan categorized as "Home Loan" pursuant to the Standard & Poor's
Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect
on each related Closing Date.
Incremental Interest: As to any Incremental Rate Mortgage Loan, the amount of interest accrued
on such Mortgage Loan attributable to the Incremental Rate; provided, however, that with respect to any
payment of interest received in respect of such a Mortgage Loan (whether paid by the Mortgagor or
received as Liquidation Proceeds or otherwise) which is less than the full amount of interest then due
with respect to such Mortgage Loan, only that portion of such payment of interest that bears the same
relationship to the total amount of such payment of interest as the Incremental Rate, if any, in respect
of such Mortgage Loan bears to the Mortgage Interest Rate shall be allocated to the Incremental Interest
with respect thereto.
Incremental Rate: For an Incremental Rate Mortgage Loan, the per annum increase to the initial
Mortgage Interest Rate set forth in the addendum to the related Mortgage Note, which increase takes
effect upon the occurrence of certain specified conditions prior to the first Adjustment Date and
remains in effect until the first Adjustment Date.
Incremental Rate Mortgage Loan: A Mortgage Loan for which the related Mortgage Note includes
an addendum that allows for an increase to the initial Mortgage Interest Rate upon the occurrence of
certain specified conditions.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage
Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the interest
thereon.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan for which an interest-only payment feature is
allowed during the interest-only period set forth in the related Mortgage Note.
Lender Paid Mortgage Insurance Policy or LPMI Policy: A PMI Policy for which the Company pays
all premiums from its own funds, without reimbursement therefor.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage
Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or
otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original loan
amount of the Mortgage Loan at its origination (unless otherwise indicated) to the Appraised Value of
the Mortgaged Property.
MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor
in interest thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System
MERS System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: Mortgage Identification Number used to identify mortgage loans registered under MERS.
Monthly Advance: The portion of each Monthly Payment that is delinquent with respect to each
Mortgage Loan at the close of business on the Determination Date, required to be advanced by the Company
pursuant to Section 5.03 on the Business Day immediately preceding the Remittance Date of the related
month.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan or
in the case of an Interest Only Mortgage Loan, payments of (i) interest, or (ii) principal and interest,
if applicable, on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which
creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage
Note or the Pledge Agreement securing the Mortgage Note for a Cooperative Loan.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy
as described in Section 4.11.
Mortgage Interest Rate: The annual rate of interest borne on a Mortgage Note in accordance
with the provisions of the Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each
Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan
Schedule, which Mortgage Loan includes without limitation the Retained Mortgage File, the Custodial
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: With respect to a Mortgage Loan, the original related Mortgage Note
with applicable addenda and riders, the original related Security Instrument and the originals of any
required addenda and riders, the original related Assignment and any original intervening related
Assignments, the original related title insurance policy and evidence of the related PMI Policy, if any.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest
remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee
Rate.
Mortgage Loan Schedule: With respect to each Transaction, a schedule of Mortgage Loans, which
shall be attached to the related Assignment and Conveyance Agreement, setting forth the following
information with respect to each Mortgage Loan: (1) the Company's Mortgage Loan number; (2) the city
state and zip code of the Mortgaged Property; (3) a code indicating whether the Mortgaged Property is a
single family residence, two-family residence, three-family residence, four-family residence, a
Cooperative Loan, planned unit development or condominium; (4) the current Mortgage Interest Rate; (5)
the current net Mortgage Interest Rate; (6) the current Monthly Payment; (7) the Gross Margin; (8) the
original term to maturity; (9) the scheduled maturity date; (10) the principal balance of the Mortgage
Loan as of the related Cut-off Date after deduction of payments of principal due on or before the
related Cut-off Date whether or not collected; (11) the Loan-to-Value; (12) the next Adjustment Date;
(13) the lifetime Mortgage Interest Rate cap; (14) whether the Mortgage Loan is convertible or not; (15)
a code indicating the mortgage guaranty insurance company; (16) a code indicating whether the Mortgage
Loan contains pledged assets; (17) a code indicating whether the Mortgage Loan has balloon payments;
(18) a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan; (16) a field
indicating whether the Mortgage Loan is a Home Loan; and (17) the Servicing Fee.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged Property: The real property securing repayment of the debt evidenced by a Mortgage
Note, or with respect to a Cooperative Loan, the Cooperative Apartment.
Mortgagor: The obligor on a Mortgage Note.
Officer's Certificate: A certificate signed by the Chairman of the Board or the Vice Chairman
of the Board or the President or a Vice President or an Assistant Vice President and certified by the
Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries 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 Company,
reasonably acceptable to the Purchaser.
Periodic Interest Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or
decrease in the Mortgage Interest Rate on any Adjustment Date pursuant to the terms of the Mortgage Note.
Person: Any individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization, government or any agency or
political subdivision thereof.
Pledge Agreement: With respect to a Cooperative Loan, the specific agreement creating a first
lien on and pledge of the Cooperative Shares and the appurtenant Proprietary Lease.
Pledge Instruments: With respect to a Cooperative Loan, the Stock Power, the Assignment of the
Proprietary Lease and the Assignment of the Mortgage Note and Pledge Agreement.
PMI Policy: A policy of primary mortgage guaranty insurance evidenced by an electronic form
and certificate number issued by a Qualified Insurer, as required by this Agreement with respect to
certain Mortgage Loans.
Prime Rate: The prime rate announced to be in effect from time to time, as published as the
average rate in The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is
received in advance of its scheduled Due Date, including any prepayment penalty or premium thereon and
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: The month preceding the month in which the related Remittance
Date occurs.
Project: With respect to a Cooperative Loan, all real property owned by the related
Cooperative including the land, separate dwelling units and all common areas.
Proprietary Lease: With respect to a Cooperative Loan, a lease on a Cooperative Apartment
evidencing the possessory interest of the Mortgagor in such Cooperative Apartment.
Purchaser: EMC Mortgage Corporation, or its successor in interest or any successor to the
Purchaser under this Agreement as herein provided.
Purchase Price: The purchase price for each Loan Package shall be as stated in the related
Commitment Letter.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided
that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an
agreement between the Company and such Person that contemplated that such person would underwrite
mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines
designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such
Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i)
above and were acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in
origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or
(y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the
Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company,
pre-purchased or post-purchased quality assurance procedures (which may involve, among other things,
review of a sample or mortgage loans purchased during a particular time period or through particular
channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the
underwriting criteria designated by the Company.
Qualified Depository: A deposit account or accounts maintained with a federal or state
chartered depository institution the deposits in which are insured by the FDIC to the applicable limits
and the short-term unsecured debt obligations of which (or, in the case of a depository institution that
is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company)
are rated A-1 by Standard & Poor's Ratings Group or Prime-1 by Xxxxx'x Investors Service, Inc. (or a
comparable rating if another rating agency is specified by the Purchaser by written notice to the
Company) at the time any deposits are held on deposit therein.
Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed where
required by law to transact mortgage guaranty insurance business and approved as an insurer by Xxxxxx
Mae or Xxxxxxx Mac.
Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the Company
for a Deleted Mortgage Loan which must, on the date of such substitution, (i) have an outstanding
principal balance, after deduction of all scheduled payments due in the month of substitution (or in the
case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate
principal balance), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii)
have a Mortgage Loan Remittance Rate not less than and not more than two percent (2%) greater than the
Mortgage Loan Remittance Rate of the Deleted Mortgage Loan; (iii) have a remaining term to maturity not
greater than and not more than one year less than that of the Deleted Mortgage Loan; (iv) be of the same
type as the Deleted Mortgage Loan and (v) comply with each representation and warranty set forth in
Sections 3.01 and 3.02.
Rating Agency/Agencies: Any nationally recognized statistical Rating Agency, or its
successors, including Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Xxxxx'x Investors
Service, Inc. and Fitch Ratings.
Recognition Agreement: An agreement whereby a Cooperative and a lender with respect to a
Cooperative Loan (i) acknowledge that such lender may make, or intends to make, such Cooperative Loan,
and (ii) make certain agreements with respect to such Cooperative Loan.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: The agreement or agreements entered into by the Company and the
Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of
the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization
Transaction.
Reconstitution Date: The date on which any or all of the Mortgage Loans serviced under this
Agreement may be removed from this Agreement and reconstituted as part of a Securitization Transaction,
Agency Transfer or Whole Loan Transfer pursuant to Section 9.01 hereof. The Reconstitution Date shall
be such date as the Purchaser shall designate.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the
Code.
REMIC Provisions: Provisions of the federal income tax law relating to a REMIC, which appear
at Section 860A through 860G of Subchapter M of Chapter 1, Subtitle A of the Code, and related
provisions, regulations, rulings or pronouncements promulgated thereunder, as the foregoing may be in
effect from time to time.
Remittance Date: The 18th day (or if such 18th day is not a Business Day, the first Business
Day immediately following) of any month.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to
Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser through
foreclosure or by deed in lieu of foreclosure, as described in Section 4.16.
Repurchase Price: Unless agreed otherwise by the Purchaser and the Company, a price equal to
(i) the Stated Principal Balance of the Mortgage Loan plus (ii) interest on such Stated Principal
Balance at the Mortgage Loan Remittance Rate from the date on which interest has last been paid and
distributed to the Purchaser through the last day of the month in which such repurchase takes place,
less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in
the Custodial Account for distribution in the month of repurchase.
Retained Mortgage File: The items referred to as items (3), (6), (7), (8) and (9) in Exhibit C
annexed hereto with respect to a particular Mortgage Loan that are not required to be delivered to the
Custodian pursuant to this Agreement, and any additional documents required to be added to the Retained
Mortgage File pursuant to this Agreement.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (a) a sale or other transfer of
some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an
issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (b) an
issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are
determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in
whole or in part, of some or all of the Mortgage Loans.
Servicer: As defined in Section 9.01(e)(iii).
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses
other than Monthly Advances (including reasonable attorney's fees and disbursements) incurred in the
performance by the Company of its servicing obligations, including, but not limited to, the cost of (a)
the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement or judicial
proceedings, including foreclosures, (c) the management and liquidation of any REO Property and (d)
compliance with the obligations under Section 4.08 and 4.10 (excluding the Company's obligations to pay
the premiums on LPMI Policies).
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser
shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the outstanding 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 received. The obligation of the
Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the
interest portion (including recoveries with respect to interest from Liquidation Proceeds, to the extent
permitted by Section 4.05) of such Monthly Payment collected by the Company, or as otherwise provided
under Section 4.05.
Servicing Fee Rate: The per annum percentage for each Mortgage Loan, as stated in the
Commitment Letter.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company
consisting of originals of all documents in the Retained Mortgage File which are not delivered to the
Custodian and copies of the Mortgage Loan Documents listed in the Custodial Agreement the originals of
which are delivered to the Custodian pursuant to Section 2.03.
Servicing Officer: Any officer of the Company involved in or responsible for the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan, (i) the principal balance of the Mortgage
Loan at the related 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.
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and
1105(c) of Regulation AB.
Stock Certificate: With respect to a Cooperative Loan, a certificate evidencing ownership of
the Cooperative Shares issued by the Cooperative.
Stock Power: With respect to a Cooperative Loan, an assignment of the Stock Certificate or an
assignment of the Cooperative Shares issued by the Cooperative.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
Subsidy Account: An account maintained by the Company specifically to hold all Subsidy Funds
to be applied to individual Subsidy Loans.
Subsidy Funds: With respect to any Subsidy Loans, funds contributed by the employer of a
Mortgagor in order to reduce the payments required from the Mortgagor for a specified period in
specified amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy agreement pursuant to
which the monthly interest payments made by the related Mortgagor will be less than the scheduled
monthly interest payments on such Mortgage Loan, with the resulting difference in interest payments
being provided by the employer of the Mortgagor. Each Subsidy Loan will be identified as such in the
related Electronic Data File.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated
Mortgage Loans acquired by the Company.
Time$aver® Mortgage Loan: A Mortgage Loan which has been refinanced pursuant to a Company
program that allows a rate/term refinance of an existing Company serviced loan with minimal
documentation.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans by the
Purchaser to a third party, which sale or transfer is not a Securitization Transaction or Agency
Transfer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF DOCUMENTS
Section 2.01 Conveyance of Mortgage Loans; Possession of Custodial Mortgage Files;
Maintenance of Retained Mortgage Files and Servicing Files.
Pursuant to an Assignment and Conveyance Agreement, on the related Closing Date, the Company,
simultaneously with the payment of the Purchase Price by the Purchaser, shall thereby sell, transfer,
assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this
Agreement and the related Assignment and Conveyance Agreement, all the right, title and interest of the
Company in and to the Mortgage Loans listed on the respective Mortgage Loan Schedule annexed to such
Assignment and Conveyance Agreement, together with the Retained Mortgage Files and Custodial Mortgage
Files and all rights and obligations arising under the documents contained therein. Pursuant to Section
2.03, the Company shall deliver the Custodial Mortgage File for each Mortgage Loan comprising the
related Loan Package to the Custodian.
The contents of each Retained Mortgage File not delivered to the Custodian are and shall be
held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall
maintain a Servicing File consisting of a copy of the contents of each Custodial Mortgage File and the
originals of the documents in each Retained Mortgage File not delivered to the Custodian. The
possession of each Retained Mortgage File and Servicing File by the Company is at the will of the
Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession
by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of
each Mortgage Note, the related Mortgage and the related Custodial Mortgage File and Servicing File
shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or which come into the possession of the Company shall vest
immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will
of the Purchaser and only in such custodial capacity. The Company shall release its custody of the
contents of any Servicing File only in accordance with written instructions from the Purchaser, unless
such release is required as incidental to the Company's servicing of the Mortgage Loans or is in
connection with a repurchase of any Mortgage Loan pursuant to Section 3.03 or 6.02. All such costs
associated with the release, transfer and re-delivery to the Company shall be the responsibility of the
Purchaser other than any related recording costs (especially in instances of breach).
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees
that it will cause, the MERS® System to indicate that such Mortgage Loans have been assigned by the
Company to the Purchaser in accordance with this Agreement by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the
information required by the MERS® System to identify the Purchaser as beneficial owner of such Mortgage
Loans.
Section 2.02 Books and Records; Transfers of Mortgage Loans.
From and after the sale of the Mortgage Loans to the Purchaser in the related Loan Package on
each Closing Date, all rights arising out of such Mortgage Loans including but not limited to all funds
received on or in connection with such Mortgage Loans, shall be received and held by the Company in
trust for the benefit of the Purchaser as owner of such Mortgage Loans, and the Company shall retain
record title to the related Mortgages for the sole purpose of facilitating the servicing and the
supervision of the servicing of such Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other
financial statements as a sale of assets by the Company. The Company shall be responsible for
maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall
be marked clearly to reflect the ownership of each Mortgage Loan by the Purchaser. In particular, the
Company shall maintain in its possession, available for inspection by the Purchaser, or its designee,
and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Xxxxxx Xxx or Xxxxxxx Mac, including but not limited to
documentation as to the method used in determining the applicability of the provisions of the Flood
Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
insurance coverage and eligibility of any condominium project for approval by Xxxxxx Mae or Xxxxxxx Mac
and records of periodic inspections as required by Section 4.13. To the extent that original documents
are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents
maintained by the Company may be in the form of microfilm or microfiche or such other reliable means of
recreating original documents, including but not limited to, optical imagery techniques so long as the
Company complies with the requirements of the Xxxxxx Mae Selling and Servicing Guide, as amended from
time to time.
The Company shall maintain with respect to each Mortgage Loan and shall make available for
inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser
retains ownership of such Mortgage Loan and thereafter in accordance with applicable laws and
regulations.
The Company shall keep at its servicing office books and records in which, subject to such
reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof.
For the purposes of this Agreement, the Company shall be under no obligation to deal with any Person
with respect to this Agreement or the Mortgage Loans unless the books and records show such Person as
the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and
transfer one or more of the Mortgage Loans. The Purchaser also shall advise the Company of the
transfer. Upon receipt of notice of the transfer, the Company shall xxxx its books and records to
reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser
from its obligations hereunder with respect to the Mortgage Loans sold or transferred. Such
notification of a transfer shall include a final loan schedule which shall be received by the Company no
fewer than five (5) Business Days before the last Business Day of the month. If such notification is
not received as specified above, the Company's duties to remit and report as required by Section 5 shall
begin with the next Due Period.
Section 2.03 Custodial Agreement; Delivery of Documents.
On each Closing Date with respect to each Mortgage Loan comprising the related Loan Package,
the Company shall deliver and release to the Custodian the related Custodial Mortgage File as set forth
in Exhibit C attached hereto.
The Custodian shall certify its receipt of any Mortgage Loan Documents actually received on or
prior to such Closing Date and as required to be delivered pursuant to the Custodial Agreement, as
evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement.
The Purchaser will be responsible for the fees and expenses of the Custodian.
Upon the Purchaser's request, the Company shall deliver to Purchaser or its designee within ten
(10) days after such request such contents of the Retained Mortgage file so requested. In the event
that the company fails to deliver to the Purchaser or its designee the requested contents of the
Retained Mortgage File within such ten-day period, and if the Company does not cure such failure within
five (5) days following receipt of written notification of such failure, the Company shall repurchase
each related Mortgage Loan at the price and in the manner specified in Section 3.03.
The Company shall forward to the Custodian original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section
4.01 or 6.01 within one week of their execution, provided, however, that the Company shall provide the
Custodian with a certified true copy of any such document submitted for recordation within ten (10) days
of its execution, and shall provide the original of any document submitted for recordation or a copy of
such document certified by the appropriate public recording office to be a true and complete copy of the
original within sixty days of its submission for recordation.
In the event the public recording office is delayed in returning any original document which
the Company is required to deliver at any time to the Custodian in accordance with the terms of the
Custodial Agreement or which the Company is required to maintain in the related Retained Mortgage File,
the Company shall deliver to the Custodian or to the Retained Mortgage File, as applicable, within 240
days of its submission for recordation, a copy of such document and an Officer's Certificate, which
shall (i) identify the recorded document; (ii) state that the recorded document has not been delivered
to the Custodian due solely to a delay by the public recording office, (iii) state the amount of time
generally required by the applicable recording office to record and return a document submitted for
recordation, and (iv) specify the date the applicable recorded document will be delivered to the
Custodian. The Company will be required to deliver such document to the Custodian or to the Retained
Mortgage File, as applicable, by the date specified in (iv) above. An extension of the date specified
in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld.
In the event that new, replacement, substitute or additional Stock Certificates are issued with
respect to existing Cooperative Shares, the Company immediately shall deliver to the Custodian the new
Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall
be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and
conditions of this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
Section 3.01 Company Representations and Warranties.
The Company hereby represents and warrants to the Purchaser that, as of the related Closing
Date:
(a) Due Organization and Authority.
The Company is a national banking association duly organized, validly existing and in
good standing under the laws of the United States and has all licenses necessary to
carry on its business as now being conducted and is licensed, qualified and in good
standing in each state where a Mortgaged Property is located if the laws of such state
require licensing or qualification in order to conduct business of the type conducted
by the Company, and in any event the Company is in compliance with the laws of any
such state to the extent necessary to ensure the enforceability of the related
Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of
this Agreement; the Company has the full power and authority to execute and deliver
this Agreement and to perform in accordance herewith; the execution, delivery and
performance of this Agreement (including all instruments of transfer to be delivered
pursuant to this Agreement) by the Company and the consummation of the transactions
contemplated hereby have been duly and validly authorized; this Agreement evidences
the valid, binding and enforceable obligation of the Company; and all requisite action
has been taken by the Company to make this Agreement valid and binding upon the
Company in accordance with its terms;
(b) Ordinary Course of Business.
The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Company, who is in the business of selling and
servicing loans, and the transfer, assignment and conveyance of the Mortgage Notes and
the Mortgages by the Company pursuant to this Agreement are not subject to the bulk
transfer or any similar statutory provisions in effect in any applicable jurisdiction;
(c) No Conflicts.
Neither the execution and delivery of this Agreement, the acquisition of the Mortgage
Loans by the Company, the sale of the Mortgage Loans to the Purchaser or the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms
and conditions of this Agreement will conflict with or result in a breach of any of
the terms, articles of incorporation or by-laws or any legal restriction or any
agreement or instrument to which the Company is now a party or by which it is bound,
or constitute a default or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Company or its property is subject, or impair
the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of
the Mortgage Loans;
(d) Ability to Service.
The Company is an approved seller/servicer of conventional residential mortgage loans
for Xxxxxx Xxx or Xxxxxxx Mac, with the facilities, procedures, and experienced
personnel necessary for the sound servicing of mortgage loans of the same type as the
Mortgage Loans. The Company is in good standing to sell mortgage loans to and service
mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but
not limited to a change in insurance coverage, which would make the Company unable to
comply with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or which would require
notification to either Xxxxxx Mae or Xxxxxxx Mac;
(e) Reasonable Servicing Fee.
The Company acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing Fee shall be
treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement;
(f) Ability to Perform.
The Company does not believe, nor does it have any reason or cause to believe, that it
cannot perform each and every covenant contained in this Agreement. The Company is
solvent and the sale of the Mortgage Loans will not cause the Company to become
insolvent. The sale of the Mortgage Loans is not undertaken to hinder, delay or
defraud any of the Company's creditors;
(g) No Litigation Pending.
There is no action, suit, proceeding or investigation pending or threatened against
the Company which, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition, properties
or assets of the Company, or in any material impairment of the right or ability of the
Company to carry on its business substantially as now conducted, or in any material
liability on the part of the Company, or which would draw into question the validity
of this Agreement or the Mortgage Loans or of any action taken or to be contemplated
herein, or which would be likely to impair materially the ability of the Company to
perform under the terms of this Agreement;
(h) No Consent Required.
No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Company of or
compliance by the Company with this Agreement or the sale of the Mortgage Loans as
evidenced by the consummation of the transactions contemplated by this Agreement, or
if required, such approval has been obtained prior to the related Closing Date;
(i) Selection Process.
The Mortgage Loans were selected from among either the outstanding fixed rate or
adjustable rate one- to four-family mortgage loans in the Company's mortgage banking
portfolio at the related Closing Date as to which the representations and warranties
set forth in Section 3.02 could be made and such selection was not made in a manner so
as to affect adversely the interests of the Purchaser;
(j) No Untrue Information.
Neither this Agreement nor any statement, report or other document furnished or to be
furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any untrue statement of fact or omits to state a fact
necessary to make the statements contained therein not misleading;
(k) Sale Treatment.
The Company has determined that the disposition of the Mortgage Loans pursuant to this
Agreement will be afforded sale treatment for accounting and tax purposes;
(l) No Material Change.
There has been no material adverse change in the business, operations, financial
condition or assets of the Company since the date of the Company's most recent
financial statements;
(m) No Brokers' Fees.
The Company has not dealt with any broker, investment banker, agent or other Person
that may be entitled to any commission or compensation in the connection with the sale
of the Mortgage Loans; and
(n) MERS.
The Company is a member of MERS in good standing.
Section 3.02 Representations and Warranties Regarding Individual Mortgage Loans.
As to each Mortgage Loan, the Company hereby represents and warrants to the Purchaser that as
of the related Closing Date:
(a) Mortgage Loans as Described.
The information set forth in the respective Mortgage Loan Schedule and the information
contained on the respective Electronic Data File delivered to the Purchaser is true
and correct;
(b) Payments Current.
All payments required to be made up to the related Cut-off Date for the Mortgage Loan
under the terms of the Mortgage Note have been made and credited. No payment under
any Mortgage Loan has been thirty (30) days delinquent more than one time within
twelve (12) months prior to the related Closing Date;
(c) No Outstanding Charges.
There are no defaults in complying with the terms of the Mortgages, and all taxes,
governmental assessments, insurance premiums, leasehold payments, water, sewer and
municipal charges, which previously became due and owing have been paid, or an escrow
of funds has been established in an amount sufficient to pay for every such item which
remains unpaid and which has been assessed but is not yet due and payable. The Seller
has not advanced funds, or induced, solicited directly or indirectly, the payment of
any amount required under the Mortgage Loan, except for interest accruing from the
date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
whichever is later, to the day which precedes by one month the Due Date of the first
installment of principal and interest;
(d) Original Terms Unmodified.
The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or
modified in any respect, except by a written instrument which has been recorded, if
necessary to protect the interests of the Purchaser and which has been delivered to
the Custodian. The substance of any such waiver, alteration or modification has been
approved by the issuer of any related PMI Policy and the title insurer, to the extent
required by the policy, and its terms are reflected on the related Mortgage Loan
Schedule. No Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement approved by the issuer of any related PMI Policy and the
title insurer, to the extent required by the policy, and which assumption agreement
was delivered to the Custodian pursuant to the terms of the Custodial Agreement;
(e) No Defenses.
The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or
defense, including without limitation the defense of usury, nor will the operation of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right
thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or
in part, or subject to any right of rescission, set-off, counterclaim or defense,
including without limitation the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto;
(f) No Satisfaction of Mortgage.
The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or
in part, and the Mortgaged Property has not been released from the lien of the
Mortgage, in whole or in part, nor has any instrument been executed that would effect
any such release, cancellation, subordination or rescission;
(g) Validity of Mortgage Documents.
The Mortgage Note and the Mortgage and related documents are genuine, and each is the
legal, valid and binding obligation of the maker thereof enforceable in accordance
with its terms. All parties to the Mortgage Note and the Mortgage had legal capacity
to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed
by such parties;
With respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge
Agreement, and related documents are genuine, and each is the legal, valid and binding
obligation of the maker thereof enforceable in accordance with its terms. All parties
to the Mortgage Note, the Mortgage, the Pledge Agreement, the Proprietary Lease, the
Stock Power, Recognition Agreement and the Assignment of Proprietary Lease had legal
capacity to enter into the Mortgage Loan and to execute and deliver such documents,
and such documents have been duly and properly executed by such parties;
(h) No Fraud.
No error, omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Company, or the
Mortgagor, or to the best of the Company's knowledge, any appraiser, any builder, or
any developer, or any other party involved in the origination of the Mortgage Loan or
in the application of any insurance in relation to such Mortgage Loan;
(i) Compliance with Applicable Laws.
Any and all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures, consumer
credit and privacy protection, equal credit opportunity, disclosure or predatory and
abusive lending laws applicable to the Mortgage Loan have been complied with, and the
Company shall maintain in its possession, available for the Purchaser's inspection,
and shall deliver to the Purchaser upon demand, evidence of compliance with all such
requirements. All inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been made or
obtained from the appropriate authorities;
(j) Location and Type of Mortgaged Property.
The Mortgaged Property is located in the state identified in the related Mortgage Loan
Schedule and consists of a single, contiguous parcel of real property with a detached
single family residence erected thereon, or a two- to four-family dwelling, or an
individual condominium unit in a condominium project, or a Cooperative Apartment, or
an individual unit in a planned unit development or a townhouse, provided, however,
that any condominium project or planned unit development shall conform with the
applicable Xxxxxx Mae requirements, or the underwriting guidelines of the company,
regarding such dwellings, and no residence or dwelling is a mobile home. As of the
respective date of the appraisal for each Mortgaged Property, any Mortgaged Property
being used for commercial purposes conforms to the underwriting guidelines of the
Company and, to the best of the Company's knowledge, since the date of such appraisal,
no portion of the Mortgage Property has been used for commercial purposes outside of
the underwriting guidelines of the Company;
(k) Valid First Lien.
The Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
Property, including all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems located in or
annexed to such buildings, and all additions, alterations and replacements made at any
time with respect to the foregoing. The lien of the Mortgage is subject only to:
(1) the lien of current real property taxes and assessments not yet due and
payable;
(2) covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording acceptable to
mortgage lending institutions generally and specifically referred to in the
lender's title insurance policy delivered to the originator of the Mortgage
Loan and (i) referred to or otherwise considered in the appraisal made for the
originator of the Mortgage Loan and (ii) which do not adversely affect the
Appraised Value of the Mortgaged Property set forth in such appraisal; and
(3) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by the mortgage or the use, enjoyment, value or marketability of the related
Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a valid,
subsisting and enforceable first lien and first priority security interest on the
property described therein and the Company has full right to sell and assign the same
to the Purchaser;
With respect to each Cooperative Loan, each Pledge Agreement creates a valid,
enforceable and subsisting first security interest in the Cooperative Shares and
Proprietary Lease, subject only to (i) the lien of the related Cooperative for unpaid
assessments representing the Mortgagor's pro rata share of the Cooperative's payments
for its blanket mortgage, current and future real property taxes, insurance premiums,
maintenance fees and other assessments to which like collateral is commonly subject
and (ii) other matters to which like collateral is commonly subject which do not
materially interfere with the benefits of the security intended to be provided by the
Pledge Agreement; provided, however, that the appurtenant Proprietary Lease may be
subordinated or otherwise subject to the lien of any mortgage on the Project;
(l) Full Disbursement of Proceeds.
The proceeds of the Mortgage Loan have been fully disbursed, except for escrows
established or created due to seasonal weather conditions, and there is no requirement
for future advances thereunder. All costs, fees and expenses incurred in making or
closing the Mortgage Loan and the recording of the Mortgage were paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage
Note or Mortgage;
(m) Consolidation of Future Advances.
Any future advances made prior to the related Cut-off Date, have been consolidated
with the outstanding principal amount secured by the Mortgage, and the secured
principal amount, as consolidated, bears a single interest rate and single repayment
term reflected on the related Mortgage Loan Schedule. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having first lien
priority by a title insurance policy, an endorsement to the policy insuring the
mortgagee's consolidated interest or by other title evidence acceptable to Xxxxxx Xxx
or Xxxxxxx Mac; the consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan; the Seller shall not make future advances after
the related Cut-Off Date;
(n) Ownership.
The Company is the sole owner of record and holder of the Mortgage Loan and the
related Mortgage Note and the Mortgage are not assigned or pledged, and the Company
has good and marketable title thereto and has full right and authority to transfer and
sell the Mortgage Loan to the Purchaser. The Company is transferring the Mortgage
Loan free and clear of any and all encumbrances, liens, pledges, equities,
participation interests, claims, charges or security interests of any nature
encumbering such Mortgage Loan;
(o) Origination/Doing Business.
The Mortgage Loan was originated by a savings and loan association, a savings bank, a
commercial bank, a credit union, an insurance company, or similar institution which is
supervised and examined by a federal or state authority or by a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the
National Housing Act. All parties which have had any interest in the Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which they held and disposed of such interest, were) (1) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the Mortgaged
Property is located, and (2) organized under the laws of such state, or (3) qualified
to do business in such state, or (4) federal savings and loan associations or national
banks having principal offices in such state, or (5) not doing business in such state;
(p) LTV, PMI Policy.
Each Mortgage Loan has an LTV as set forth in the related Mortgage Loan Schedule and
related Electronic Data File. Except as indicated on the Electronic Data File, those
Mortgage Loans with an LTV greater than 80% at the time of origination, a portion of
the unpaid principal balance of the Mortgage Loan is and will be insured as to payment
defaults by a PMI Policy. If the Mortgage Loan is insured by a PMI Policy for which
the Mortgage pays all premiums, the coverage will remain in place until (i) the LTV is
decreased to 78% or (ii) the PMI Policy is otherwise terminated pursuant to the
Homeowners Protection Act of 1998, 12 USC 4901, et seq. All provisions of such PMI
Policy and LPMI Policy have been and are being complied with, such PMI Policy and LPMI
Policy is in full force and effect, and all premiums due thereunder have been paid.
The Qualified Insurer has a claims paying ability acceptable to Xxxxxx Xxx or Xxxxxxx
Mac. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor or in the case
of an LPMI Policy, obligates the Company, thereunder to maintain the PMI Policy or
LPMI Policy and to pay all premiums and charges in connection therewith. The Mortgage
Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule
is net of any such insurance premium. No prior holder of the Mortgage, including the
Company, has done, by act or omission, anything which would impair the coverage of
such PMI Policy or LPMI Policy;
(q) Title Insurance.
The Mortgage Loan is covered by an ALTA lender's title insurance policy or other
generally acceptable form of policy of insurance acceptable to Xxxxxx Xxx or Xxxxxxx
Mac, issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified
to do business in the jurisdiction where the Mortgaged Property is located, insuring
the Company, its successors and assigns, as to the first priority lien of the Mortgage
in the original principal amount of the Mortgage Loan, subject only to the exceptions
contained in clauses (1), (2) and (3) of Paragraph (k) of this Section 3.02, and
against any loss by reason of the invalidity or unenforceability of the lien resulting
from the provisions of the Mortgage providing for adjustment to the Mortgage Interest
Rate and Monthly Payment. The Company is the sole insured of such lender's title
insurance policy, and such lender's title insurance policy is in full force and effect
and will be in force and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's title insurance
policy, and no prior holder of the Mortgage, including the Company, has done, by act
or omission, anything which would impair the coverage of such lender's title insurance
policy;
(r) No Defaults.
There is no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration, and neither the Company nor its
predecessors have waived any default, breach, violation or event of acceleration;
(s) No Mechanics' Liens.
There are no mechanics' or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under the law could give rise to
such liens) affecting the related Mortgaged Property which are or may be liens prior
to, or equal or coordinate with, the lien of the related Mortgage which are not
insured against by the title insurance policy referenced in Paragraph (q) above;
(t) Location of Improvements; No Encroachments.
Except as insured against by the title insurance policy referenced in Paragraph (q)
above, all improvements which were considered in determining the Appraised Value of
the Mortgaged Property lay wholly within the boundaries and building restriction lines
of the Mortgaged Property and no improvements on adjoining properties encroach upon
the Mortgaged Property. No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or regulation;
(u) Payment Terms.
Except with respect to the Interest Only Mortgage Loans, principal payments commenced
no more than 60 days after the funds were disbursed to the Mortgagor in connection
with the Mortgage Loan. The Mortgage Loans have an original term to maturity of not
more than 30 years, with interest payable in arrears on the first day of each month.
As to each adjustable rate Mortgage Loan on each applicable Adjustment Date, the
Mortgage Interest Rate will be adjusted to equal the sum of the Index plus the
applicable Gross Margin, rounded up or down to the nearest multiple of 0.125%
indicated by the Mortgage Note; provided that the Mortgage Interest Rate will not
increase or decrease by more than 2.00% on any Adjustment Date, and will in no event
exceed the maximum Mortgage Interest Rate or be lower than the minimum Mortgage
Interest Rate listed on the Mortgage Loan Schedule for such Mortgage Loan. Each
adjustable rate Mortgage Note requires a monthly payment which is sufficient, during
the period prior to the first adjustment to the Mortgage Interest Rate, to fully
amortize the outstanding principal balance as of the first day of such period over the
then remaining term of such Mortgage Note and to pay interest at the related Mortgage
Interest Rate; provided however, with respect to any Interest Only Mortgage Loans, the
Mortgage Note allows a Monthly Payment of interest only during the period prior to the
first Adjustment Date and upon the first adjustment to the Mortgage Interest Rate, the
Mortgage Note requires a Monthly Payment of principal and interest, sufficient to
fully amortize the outstanding principal balance over the then remaining term of such
Mortgage Loan. As to each adjustable rate Mortgage Loan, if the related Mortgage
Interest Rate changes on an adjustment date, the then outstanding principal balance
will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan
contains terms or provisions which would result in negative amortization;
(v) Customary Provisions.
The Mortgage contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby, including, (i) in
the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii)
otherwise by judicial foreclosure. There is no homestead or other exemption available
to a Mortgagor which would interfere with the right to sell the Mortgaged Property at
a trustee's sale or the right to foreclose the Mortgage;
(w) Occupancy of the Mortgaged Property.
As of the date of origination, the Mortgaged Property was lawfully occupied under
applicable law;
(x) No Additional Collateral.
The Mortgage Note is not and has not been secured by any collateral, pledged account,
except as indicated on the Electronic Data File, or other security except the lien of
the corresponding Mortgage and the security interest of any applicable security
agreement or chattel mortgage referred to in (k) above;
(y) Deeds of Trust.
In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
applicable law to serve as such, has been properly designated and currently so serves
and is named in the Mortgage, and no fees or expenses are or will become payable by
the Mortgagee to the trustee under the deed of trust, except in connection with a
trustee's sale after default by the Mortgagor;
(z) Acceptable Investment.
The Company has no knowledge of any circumstances or conditions with respect to the
Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause private institutional investors to
regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to
become delinquent, or adversely affect the value or marketability of the Mortgage Loan;
(aa) Transfer of Mortgage Loans.
If the Mortgage Loan is not a MERS Mortgage Loan, the Assignment upon the insertion of
the name of the assignee and recording information is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the Mortgaged
Property is located;
(bb) Mortgaged Property Undamaged.
The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for which the premises
were intended;
(cc) Collection Practices; Escrow Deposits.
The origination and collection practices used with respect to the Mortgage Loan have
been in accordance with Accepted Servicing Practices, and have been in all material
respects legal and proper. With respect to escrow deposits and Escrow Payments, all
such payments are in the possession of the Company and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof have not
been made. All Escrow Payments have been collected in full compliance with state and
federal law. No escrow deposits or Escrow Payments or other charges or payments due
the Company have been capitalized under the Mortgage Note;
(dd) No Condemnation.
There is no proceeding pending or to the best of the Company's knowledge threatened
for the total or partial condemnation of the related Mortgaged Property;
(ee) The Appraisal.
The Servicing File contains an appraisal of the related Mortgaged Property. As to
each Time$aver® Mortgage Loan, the appraisal may be from the original of the existing
Company-serviced loan, which was refinanced via such Time$aver® Mortgage Loan. The
appraisal was conducted by an appraiser who had no interest, direct or indirect, in
the Mortgaged Property or in any loan made on the security thereof; and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, and
the appraisal and the appraiser both satisfy the applicable requirements of Title XI
of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the
regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated;
(ff) Insurance.
The Mortgaged Property securing each Mortgage Loan is insured by an insurer acceptable
to Xxxxxx Xxx or Xxxxxxx Mac against loss by fire and such hazards as are covered
under a standard extended coverage endorsement and such other hazards as are customary
in the area where the Mortgaged Property is located pursuant to insurance policies
conforming to the requirements of Section 4.10, in an amount which is at least equal
to the lesser of (a) 100% of the insurable value, on a replacement cost basis, of the
improvements on the related Mortgaged Property, and (b) the greater of (i) the
outstanding principal balance of the Mortgage Loan and (ii) an amount such that the
proceeds of such insurance shall be sufficient to prevent the application to the
Mortgagor or the loss payee of any coinsurance clause under the policy. If the
Mortgaged Property is a condominium unit, it is included under the coverage afforded
by a blanket policy for the project. If the improvements on the Mortgaged Property
are in an area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration is in
effect with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (A) the outstanding principal balance of the
Mortgage Loan, (B) the full insurable value and (C) the maximum amount of insurance
which was available under the Flood Disaster Protection Act of 1973, as amended. All
individual insurance policies contain a standard mortgagee clause naming the Company
and its successors and assigns as mortgagee, and all premiums thereon have been paid.
The Mortgage obligates the Mortgagor thereunder to maintain a hazard insurance policy
at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance at such
Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor.
The hazard insurance policy is the valid and binding obligation of the insurer, is in
full force and effect, and will be in full force and effect and inure to the benefit
of the Purchaser upon the consummation of the transactions contemplated by this
Agreement. The Company has not acted or failed to act so as to impair the coverage of
any such insurance policy or the validity, binding effect and enforceability thereof;
(gg) Servicemembers' Civil Relief Act.
The Mortgagor has not notified the Company, and the Company has no knowledge of any
relief requested or allowed to the Mortgagor under the Servicemembers' Civil Relief
Act, as amended;
(hh) No Graduated Payments or Contingent Interests.
The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does
not have a shared appreciation or other contingent interest feature;
(ii) No Construction Loans.
No Mortgage Loan was made in connection with (i) the construction or rehabilitation of
a Mortgage Property or (ii) facilitating the trade-in or exchange of a Mortgaged
Property other than a construction-to-permanent loan which has converted to a
permanent Mortgage Loan;
(jj) Underwriting.
Each Mortgage Loan was underwritten in accordance with the underwriting guidelines of
the Company, which were in effect at the time the Mortgage Loan was originated; and
the Mortgage Note and Mortgage are on forms acceptable to Xxxxxxx Mac or Xxxxxx Mae;
(kk) Buydown Mortgage Loans.
With respect to each Mortgage Loan that is a Buydown Mortgage Loan:
(i) On or before the date of origination of such Mortgage Loan, the Company and
the Mortgagor, or the Company, the Mortgagor and the seller of the Mortgaged
Property or a third party entered into a Buydown Agreement. The Buydown
Agreement provides that the seller of the Mortgaged Property (or third party)
shall deliver to the Company temporary Buydown Funds in an amount equal to the
aggregate undiscounted amount of payments that, when added to the amount the
Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in
accordance with the terms of the Buydown Agreement, is equal to the full
scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown
Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan. The
effective interest rate of a Buydown Mortgage Loan if less than the interest
rate set forth in the related Mortgage Note will increase within the Buydown
Period as provided in the related Buydown Agreement so that the effective
interest rate will be equal to the interest rate as set forth in the related
Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of Xxxxxx
Mae or Xxxxxxx Mac guidelines;
(ii) The Mortgage and Mortgage Note reflect the permanent payment terms rather than
the payment terms of the Buydown Agreement. The Buydown Agreement provides
for the payment by the Mortgagor of the full amount of the Monthly Payment on
any Due Date that the Buydown Funds are available. The Buydown Funds were not
used to reduce the original principal balance of the Mortgage Loan or to
increase the Appraised Value of the Mortgage Property when calculating the
Loan-to-Value Ratios for purposes of the Agreement and, if the Buydown Funds
were provided by the Company and if required under Xxxxxx Mae or Xxxxxxx Mac
guidelines, the terms of the Buydown Agreement were disclosed to the appraiser
of the Mortgaged Property;
(iii) The Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor
makes a principal payment for the outstanding balance of the Mortgage Loan;
(iv) As of the date of origination of the Mortgage Loan, the provisions of the
related Buydown Agreement complied with the requirements of Xxxxxx Mae or
Xxxxxxx Mac regarding buydown agreements.
(ll) Delivery of Custodial Mortgage Files.
Any documents required to be delivered by the Company under this Agreement have been
delivered to the Custodian. The Company is in possession of a complete, true and
accurate Retained Mortgage File and Custodial Mortgage File in compliance with Exhibit
C hereto;
(mm) No Violation of Environmental Laws.
There is no pending action or proceeding directly involving any Mortgaged Property of
which the Company is aware in which compliance with any environmental law, rule or
regulation is an issue; and to the best of the Company's knowledge, nothing further
remains to be done to satisfy in full all requirements of each such law, rule or
regulation constituting a prerequisite to use and enjoyment of said property;
(nn) No Bankruptcy.
No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding
at the time the Mortgage Loan was originated and to the best of the Company's
knowledge, as of the related Closing Date, the Company has not received notice that
any Mortgagor is a debtor under any state or federal bankruptcy or insolvency
proceeding;
(oo) HOEPA.
No Mortgage Loan is a High Cost Loan or Covered Loan;
(pp) Cooperative Loans.
With respect to each Cooperative Loan:
(i) The Cooperative Shares are held by a person as a tenant-stockholder in a
Cooperative. Each original UCC financing statement, continuation statement or
other governmental filing or recordation necessary to create or preserve the
perfection and priority of the first lien and security interest in the
Cooperative Loan and Proprietary Lease has been timely and properly made. Any
security agreement, chattel mortgage or equivalent document related to the
Cooperative Loan and delivered to Purchaser or its designee establishes in
Purchaser a valid and subsisting perfected first lien on and security interest
in the Mortgaged Property described therein, and Purchaser has full right to
sell and assign the same. The Proprietary Lease term expires no less than
five years after the Mortgage Loan term or such other term acceptable to
Xxxxxx Mae or Xxxxxxx Mac;
(ii) A Cooperative Lien Search has been made by a company competent to make the
same which company is acceptable to Xxxxxx Mae and qualified to do business in
the jurisdiction where the Cooperative is located;
(iii) (a) The term of the related Proprietary Lease is not less than the terms of
the Cooperative Loan; (b) there is no provision in any Proprietary Lease which
requires the Mortgagor to offer for sale the Cooperative Shares owned by such
Mortgagor first to the Cooperative; (c) there is no prohibition in any
Proprietary Lease against pledging the Cooperative Shares or assigning the
Proprietary Lease; (d) the Cooperative has been created and exists in full
compliance with the requirements for residential cooperatives in the
jurisdiction in which the Project is located and qualifies as a cooperative
housing corporation under Section 210 of the Code; (e) the Recognition
Agreement is on a form published by Aztech Document Services, Inc. or includes
similar provisions; and (f) the Cooperative has good and marketable title to
the Project, and owns the Project either in fee simple or under a leasehold
that complies with the requirements of the Xxxxxx Xxx Guidelines; such title
is free and clear of any adverse liens or encumbrances, except the lien of any
blanket mortgage;
(iv) The Company has the right under the terms of the Mortgage Note, Pledge
Agreement and Recognition Agreement to pay any maintenance charges or
assessments owed by the Mortgagor;
(v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures
are not guaranteed, then such Cooperative Shares will be transferred by the
stock transfer agent of the Cooperative if the Company undertakes to convert
the ownership of the collateral securing the related Cooperative Loan;
(qq) Georgia Fair Lending Act.
There is no Mortgage Loan that was originated on or after October 1, 2002 and before
March 7, 2003, which is secured by property located in the State of Georgia;
(rr) Methodology.
The methodology used in underwriting the extension of credit for each Mortgage Loan
employs objective mathematical principles which relate the borrower's income, assets
and liabilities to the proposed payment and such underwriting methodology does not
rely on the extent of the borrower's equity in the collateral as the principal
determining factor in approving such credit extension. Such underwriting methodology
confirmed that at the time of origination (application/approval) the borrower had a
reasonable ability to make timely payments on the Mortgage Loan;
(ss) Imposition of a Premium.
With respect to any Mortgage Loan that contains a provision permitting imposition of a
premium upon a prepayment prior to maturity: (i) the prepayment premium is disclosed
to the borrower in the loan documents pursuant to applicable state and federal law,
and (ii) notwithstanding any state or federal law to the contrary, the Company shall
recommend that such prepayment premium is not imposed in any instance when the
mortgage debt is accelerated as the result of the borrower's default in making the
loan payments;
(tt) Single Premium Credit Life.
No Mortgagor was required to purchase any single premium credit insurance policy (e.g.
life, disability, accident, unemployment or health insurance products) or debt
cancellation agreement as a condition of obtaining the extension of credit. No
Mortgagor obtained a prepaid single premium credit insurance policy (e.g. life,
disability, accident, unemployment or health insurance product) as part of the
origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to
purchase single premium credit insurance policies or debt cancellation agreements as
part of the origination of, or as a condition to closing, such Mortgage Loan;
(uu) No Arbitration Provision.
With respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute
arising out of or relating in any way to the Mortgage Loan transaction;
(ww) Credit Reporting.
With respect to each Mortgage Loan, the Company has fully furnished, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (i.e. favorable and unfavorable) on its borrower credit files to
Equifax, Experian and Trans Union Credit Information Company (three of the credit
repositories), on a monthly basis; and
(xx) Illinois Interest Act.
Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the
Illinois Interest Act.
Section 3.03 Repurchase.
It is understood and agreed that the representations and warranties set forth in Sections 3.01
and 3.02 shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage
Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination
or failure to examine any Custodial Mortgage Files or Retained Mortgage File. Upon discovery by either
the Company or the Purchaser of a breach of any of the foregoing representations and warranties which
materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or
which materially and adversely affects the interests of Purchaser in the related Mortgage Loan in the
case of a representation and warranty relating to a particular Mortgage Loan), the party discovering
such breach shall give prompt written notice to the other.
Within ninety (90) days of the earlier of either discovery by or notice to the Company of any
breach of a representation or warranty which materially and adversely affects the value of the Mortgage
Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and,
if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage
Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty
set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either
discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the
Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall
involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives
notice of any such breach within 120 days of the related Closing Date, the Company shall, if the breach
cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute
Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a
"Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans,
provided that any such substitution shall be effected not later than 120 days after the related Closing
Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient
Mortgage Loan within ninety (90) days of the written notice of the breach or the failure to cure,
whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of
this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the
Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting
therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in
the Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the
reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any
documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a
Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS®
System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the
event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give
written notice to the Purchaser that such repurchase or substitution has taken place, amend the related
Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and,
in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related
Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this
Agreement. In connection with any such substitution, the Company shall be deemed to have made as to
such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement
except that all such representations and warranties set forth in this Agreement shall be deemed made as
of the date of such substitution. The Company shall effect such substitution by delivering to the
Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the
Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month
after the Determination Date for such month. The Company shall deposit in the Custodial Account the
Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the
month following the date of such substitution. Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution shall be retained by the Company. With respect
to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any
Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to
retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan.
For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a
Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal
balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled
principal payments due in the month of substitution). The amount of such shortfall shall be distributed
by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such
substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to
the amount of such shortfall.
In addition to such repurchase or substitution obligation, the Company shall indemnify the
Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any
claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the
Company representations and warranties contained in this Agreement. It is understood and agreed that
the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a
defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the
sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties.
Any cause of action against the Company relating to or arising out of the breach of any
representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon
(i) discovery of such breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii)
failures by the Company to cure such breach or repurchase such Mortgage Loan as specified above, and
(iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event a Mortgage Loan pays off in full on or before the related Closing Date,
the Company must repay the Purchaser the difference between the Unpaid Principal Balance of such
Mortgage Loan as of the date of pay off and the Unpaid Principal Balance multiplied by the purchase
price percentage adjusted, if necessary in accordance with the Commitment Letter.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer.
The Company, as an independent contractor, shall service and administer the Mortgage Loans and
shall have full power and authority, acting alone or through the utilization of a Subcontractor, to do
any and all things in connection with such servicing and administration which the Company may deem
necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing
Practices. The Company shall be responsible for any and all acts of a Subcontractor, and the Company's
utilization of a Subcontractor shall in no way relieve the liability of the Company under this
Agreement.
Consistent with the terms of this Agreement, the Company 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 the Company's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided,
however, that the Company shall not make any future advances with respect to a Mortgage Loan and (unless
the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the
Company, imminent and the Company has obtained the prior written consent of the Purchaser) the Company
shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, defer or forgive the payment of principal (except for actual payments of principal) or
change the final maturity date on such Mortgage Loan. In the event of any such modification which
permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the
Business Day immediately preceding the Remittance Date in any month in which any such principal or
interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance
with Section 5.03, the difference between (a) such month's principal and one month's interest at the
Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount
paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same
extent as for all other advances made pursuant to Section 5.03. Without limiting the generality of the
foregoing, the Company 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 Properties. If reasonably required by the Company, the Purchaser shall
furnish the Company with any powers of attorney and other documents necessary or appropriate to enable
the Company to carry out its servicing and administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Company shall employ procedures
(including collection procedures) and exercise the same care that it customarily employs and exercises
in servicing and administering mortgage loans for its own account, giving due consideration to Accepted
Servicing Practices where such practices do not conflict with the requirements of this Agreement, and
the Purchaser's reliance on the Company.
The Company is authorized and empowered by the Purchaser, in its own name, when the Company
believes it appropriate in its reasonable judgment to register any Mortgage Loan on the MERS® System, or
cause the removal from the registration of any Mortgage Loan on the MERS® System, with written consent
of the Purchaser, to execute and deliver, on behalf of the Purchaser, any and all instruments of
assignment and other comparable instruments with respect to such assignment or re-recording of a
Mortgage in the name of MERS, solely as nominee for the Purchaser and its successors and assigns.
The Company shall cause to be maintained for each Cooperative Loan a copy of the financing
statements and shall file and such financing statements and continuation statements as necessary, in
accordance with the Uniform Commercial Code applicable in the jurisdiction in which the related
Cooperative Apartment is located, to perfect and protect the security interest and lien of the Purchaser.
The Company shall apply any Principal Prepayment on an Interest Only Mortgage Loan to the
then-outstanding principal balance, at which time the interest-only payment feature shall be
extinguished. The related Monthly Payment shall thereafter consist of both principal and interest
components, and the amount of such Monthly Payment shall not change prior to the next Adjustment Date.
Section 4.02 Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section
4.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform
any other covenant or obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Company shall take such action as (1) the Company would take under similar
circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall
be consistent with Accepted Servicing Practices, (3) the Company shall determine prudently to be in the
best interest of Purchaser, and (4) is consistent with any related PMI Policy. In the event that any
payment due under any Mortgage Loan is not postponed pursuant to Section 4.01 and remains delinquent for
a period of 90 days or any other default continues for a period of 90 days beyond the expiration of any
grace or cure period, the Company shall commence foreclosure proceedings, the Company shall notify the
Purchaser in writing of the Company's intention to do so, and the Company shall not commence foreclosure
proceedings if the Purchaser objects to such action within three (3) Business Days of receiving such
notice. In the event the Purchaser objects to such foreclosure action, the Company shall not be
required to make Monthly Advances with respect to such Mortgage Loan, pursuant to Section 5.03, and the
Company's obligation to make such Monthly Advances shall terminate on the 90th day referred to above.
In such connection, the Company shall from its own funds make all necessary and proper Servicing
Advances, provided, however, that the Company shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration or preservation of any Mortgaged Property,
unless it shall determine (a) that such preservation, restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Purchaser after reimbursement to itself for such
expenses and (b) that such expenses will be recoverable by it either through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the Custodial Account pursuant
to Section 4.05) or through Insurance Proceeds (respecting which it shall have similar priority).
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or
acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable cause to believe
that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the
Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an
inspection or review is to be conducted by a qualified inspector. The cost for such inspection or
review shall be borne by the Purchaser. Upon completion of the inspection or review, the Company shall
promptly provide the Purchaser with a written report of the environmental inspection.
After reviewing the environmental inspection report, the Purchaser shall determine how the
Company shall proceed with respect to the Mortgaged Property. In the event (a) the environmental
inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances
or wastes and (b) the Purchaser directs the Company to proceed with foreclosure or acceptance of a deed
in lieu of foreclosure, the Company shall be reimbursed for all reasonable costs associated with such
foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental clean up costs,
as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to
fully reimburse the Company, the Company shall be entitled to be reimbursed from amounts in the
Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs the Company not
to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be
reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the
Custodial Account pursuant to Section 4.05 hereof.
Section 4.03 Collection of Mortgage Loan Payments.
Continuously from the related Cut-off Date until the principal and interest on all Mortgage
Loans are paid in full, the Company shall proceed diligently to collect all payments due under each of
the Mortgage Loans when the same shall become due and payable and shall take special care in
ascertaining and estimating Escrow Payments and all other charges that will become due and payable with
respect to the Mortgage Loan and the Mortgaged Property, to the end that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become due and payable.
Section 4.04 Establishment of and Deposits to Custodial Account.
The Company shall segregate and hold all funds collected and received pursuant to a Mortgage
Loan separate and apart from any of its own funds and general assets and shall establish and maintain
one or more Custodial Accounts, in the form of time deposit or demand accounts, titled "Xxxxx Fargo
Bank, N.A. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans - P & I." The
Custodial Account shall be established with a Qualified Depository. Upon request of the Purchaser and
within ten (10) days thereof, the Company shall provide the Purchaser with written confirmation of the
existence of such Custodial Account. Any funds deposited into the Custodial Account shall at all times
be insured to the fullest extent allowed by applicable law. Funds deposited in the Custodial Account
may be drawn on by the Company in accordance with Section 4.05.
The Company shall deposit in the Custodial Account within one (1) Business Day of Company's
receipt, and retain therein, the following collections received by the Company and payments made by the
Company after the related Cut-off Date, other than payments of principal and interest due on or before
the related Cut-off Date, or received by the Company prior to the related Cut-off Date but allocable to
a period subsequent thereto:
(i) all payments on account of principal on the Mortgage Loans, including all Principal
Prepayments;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section
4.10 (other than proceeds to be held in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or released to the Mortgagor in
accordance with Section 4.14), Section 4.11 and Section 4.15;
(v) all Condemnation Proceeds which are not applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with Section 4.14;
(vi) any amount required to be deposited in the Custodial Account pursuant to Section 4.01,
5.03, 6.01 or 6.02;
(vii) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to
Section 3.03 and all amounts required to be deposited by the Company in connection
with a shortfall in principal amount of any Qualified Substitute Mortgage Loan
pursuant to Section 3.03;
(viii) with respect to each Principal Prepayment an amount (to be paid by the Company out of
its funds) which, when added to all amounts allocable to interest received in
connection with the Principal Prepayment, equals one month's interest on the amount of
principal so prepaid at the Mortgage Loan Remittance Rate;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.11 in
connection with the deductible clause in any blanket hazard insurance policy;
(x) any amounts received with respect to or related to any REO Property and all REO
Disposition Proceeds pursuant to Section 4.16; and
(xi) an amount from the Subsidy Account that when added to the Mortgagor's payment will
equal the full monthly amount due under the related Mortgage Note.
The foregoing requirements for deposit into the Custodial Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of
late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be deposited
by the Company into the Custodial Account. Any interest paid on funds deposited in the Custodial
Account by the depository institution shall accrue to the benefit of the Company and the Company shall
be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.
Section 4.05 Permitted Withdrawals From Custodial Account.
The Company shall, from time to time, withdraw funds from the Custodial Account for the
following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
(ii) to reimburse itself for Monthly Advances of the Company's funds made pursuant to
Section 5.03, the Company's right to reimburse itself pursuant to this subclause (ii)
being limited to amounts received on the related Mortgage Loan which represent late
payments of principal and/or interest respecting which any such advance was made, it
being understood that, in the case of any such reimbursement, the Company's right
thereto shall be prior to the rights of Purchaser, except that, where the Company is
required to repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, the Company's
right to such reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other amounts required to be paid
to the Purchaser with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances, and for any unpaid Servicing
Fees, the Company's right to reimburse itself pursuant to this subclause (iii) with
respect to any Mortgage Loan being limited to related Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected
by the Company from the Mortgagor or otherwise relating to the Mortgage Loan, it being
understood that, in the case of any such reimbursement, the Company's right thereto
shall be prior to the rights of Purchaser, except that where the Company is required
to repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, in which case the
Company's right to such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such sections and all other amounts
required to be paid to the Purchaser with respect to such Mortgage Loan. Upon
Purchaser's request, the Company shall provide documentation supporting the Company's
Servicing Advances;
(iv) to pay itself interest on funds deposited in the Custodial Account;
(v) to reimburse itself for expenses incurred and reimbursable to it pursuant to Section
8.01;
(vi) to pay any amount required to be paid pursuant to Section 4.16 related to any REO
Property, it being understood that, in the case of any such expenditure or withdrawal
related to a particular REO Property, the amount of such expenditure or withdrawal
from the Custodial Account shall be limited to amounts on deposit in the Custodial
Account with respect to the related REO Property;
(vii) to reimburse itself for any Servicing Advances or REO expenses after liquidation of
the Mortgaged Property not otherwise reimbursed above;
(viii) to remove funds inadvertently placed in the Custodial Account by the Company; and
(ix) to clear and terminate the Custodial Account upon the termination of this Agreement.
In the event that the Custodial Account is interest bearing, on each Remittance Date, the
Company shall withdraw all funds from the Custodial Account except for those amounts which, pursuant to
Section 5.01, the Company is not obligated to remit on such Remittance Date. The Company may use such
withdrawn funds only for the purposes described in this Section 4.05.
Section 4.06 Establishment of and Deposits to Escrow Account.
The Company shall segregate and hold all funds collected and received pursuant to a Mortgage
Loan constituting Escrow Payments separate and apart from any of its own funds and general assets and
shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand
accounts, titled, "Xxxxx Fargo Bank, N.A., in trust for the Purchaser and/or subsequent purchasers of
Residential Mortgage Loans, and various Mortgagors - T & I." The Escrow Accounts shall be established
with a Qualified Depository, in a manner which shall provide maximum available insurance thereunder.
Upon request of the Purchaser and within ten (10) days thereof, the Company shall provide the Purchaser
with written confirmation of the existence of such Escrow Account. Funds deposited in the Escrow
Account may be drawn on by the Company in accordance with Section 4.07.
The Company shall deposit in the Escrow Account or Accounts within one (1) Business Days of
Company's receipt, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this
Agreement;
(ii) all amounts representing Insurance Proceeds or Condemnation Proceeds which are to be
applied to the restoration or repair of any Mortgaged Property; and
(iii) all payments on account of Buydown Funds.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are
required under this Agreement, as set forth in Section 4.07. The Company shall be entitled to retain
any interest paid on funds deposited in the Escrow Account by the depository institution, other than
interest on escrowed funds required by law to be paid to the Mortgagor. To the extent required by law,
the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non-interest bearing or that interest paid thereon is insufficient for such purposes.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums, condominium charges, fire and hazard insurance premiums or other
items constituting Escrow Payments for the related Mortgage;
(ii) to reimburse the Company for any Servicing Advances made by the Company pursuant to
Section 4.08 with respect to a related Mortgage Loan, but only from amounts received
on the related Mortgage Loan which represent late collections of Escrow Payments
thereunder;
(iii) to refund to any Mortgagor any funds found to be in excess of the amounts required
under the terms of the related Mortgage Loan;
(iv) for transfer to the Custodial Account and application to reduce the principal balance
of the Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage
Note;
(v) for application to restoration or repair of the Mortgaged Property in accordance with
the procedures outlined in Section 4.14;
(vi) to pay to the Company, or any Mortgagor to the extent required by law, any interest
paid on the funds deposited in the Escrow Account;
(vii) to remove funds inadvertently placed in the Escrow Account by the Company;
(viii) to remit to Purchaser payments on account of Buydown Funds as applicable; and
(ix) to clear and terminate the Escrow Account on the termination of this Agreement.
Section 4.08 Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the
status of ground rents, taxes, assessments, water rates, sewer rents, and other charges which are or may
become a lien upon the Mortgaged Property and the status of PMI Policy premiums and fire and hazard
insurance coverage and 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, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall
have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. The Company assumes full responsibility for the timely payment of all
such bills and shall effect timely payment of all such charges irrespective of each Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments, and the Company shall make
advances from its own funds to effect such payments.
Section 4.09 Protection of Accounts.
The Company may transfer the Custodial Account, the Subsidy Account or the Escrow Account to a
different Qualified Depository from time to time with prior written notice to Purchaser.
Section 4.10 Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan hazard insurance such that all
buildings upon the Mortgaged Property are insured by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac
against loss by fire, hazards of extended coverage and such other hazards as are customary in the area
where the Mortgaged Property is located, in an amount which is at least equal to the lesser of (i) 100%
of the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged
Property, and (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an
amount such that the proceeds of such insurance shall be sufficient to prevent the application to the
Mortgagor or the loss payee of any coinsurance clause under the policy. In the event a hazard insurance
policy shall be in danger of being terminated, or in the event the insurer shall cease to be acceptable
to Xxxxxx Mae or Xxxxxxx Mac, the Company shall notify the Purchaser and the related Mortgagor, and
shall use its best efforts, as permitted by applicable law, to obtain from another qualified insurer a
replacement hazard insurance policy substantially and materially similar in all respects to the original
policy. In no event, however, shall a Mortgage Loan be without a hazard insurance policy at any time,
subject only to Section 4.11 hereof.
If upon origination of the Mortgage Loan, the related Mortgaged Property was located in an area
identified by the Flood Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available) a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance
carrier acceptable to Xxxxxx Mae or Xxxxxxx Mac in an amount representing coverage equal to the lesser
of (i) the minimum amount required, under the terms of coverage, to compensate for any damage or loss on
a replacement cost basis (or the unpaid balance of the mortgage if replacement cost coverage is not
available for the type of building insured) and (ii) the maximum amount of insurance which is available
under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the
Mortgage Loan, the Company determines in accordance with applicable law that a Mortgaged Property is
located in a special flood hazard area and is not covered by flood insurance or is covered in an amount
less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the Company
shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if
said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after
such notification, the Company shall immediately force place the required flood insurance on the
Mortgagor's behalf, as permitted by applicable law.
If a Mortgage is secured by a unit in a condominium project, the Company shall verify that the
coverage required of the owner's association, including hazard, flood, liability, and fidelity coverage,
is being maintained in accordance with then current Xxxxxx Mae requirements, and secure from the owner's
association its agreement to notify the Company promptly of any change in the insurance coverage or of
any condemnation or casualty loss that may have a material effect on the value of the Mortgaged Property
as security.
In the event that any Purchaser or the Company shall determine that the Mortgaged Property
should be insured against loss or damage by hazards and risks not covered by the insurance required to
be maintained by the Mortgagor pursuant to the terms of the Mortgage, the Company shall communicate and
consult with the Mortgagor with respect to the need for such insurance and bring to the Mortgagor's
attention the required amount of coverage for the Mortgaged Property and if the Mortgagor does not
obtain such coverage, the Company shall immediately force place the required coverage on the Mortgagor'.
All policies required hereunder shall name the Company as loss payee and shall be endorsed with
standard or union mortgagee clauses, without contribution, which shall provide for at least 30 days
prior written notice of any cancellation, reduction in amount or material change in coverage.
The Company shall not interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are acceptable to Xxxxxx Xxx and Xxxxxxx Mac and
are licensed to do business in the jurisdiction in which the Mortgaged Property is located. The Company
shall determine that such policies provide sufficient risk coverage and amounts, that they insure the
property owner, and that they properly describe the property address.
Pursuant to Section 4.04, any amounts collected by the Company under any such policies (other
than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the
related Mortgaged Property, or property acquired in liquidation of the Mortgage Loan, or to be released
to the Mortgagor, in accordance with the Company's normal servicing procedures as specified in Section
4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.
Section 4.11 Maintenance of Mortgage Impairment Insurance.
In the event that the Company shall obtain and maintain a blanket policy insuring against
losses arising from fire and hazards covered under extended coverage on all of the Mortgage Loans, 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, it shall conclusively
be deemed to have satisfied its obligations as set forth in Section 4.10. The Company shall prepare and
make any claims on the blanket policy as deemed necessary by the Company in accordance with Accepted
Servicing Practices. Any amounts collected by the Company under any such policy relating to a Mortgage
Loan shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05. Such
policy may contain a deductible clause, in which case, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with Section 4.10, and there shall have
been a loss which would have been covered by such policy, the Company shall deposit in the Custodial
Account at the time of such loss the amount not otherwise payable under the blanket policy because of
such deductible clause, such amount to be deposited from the Company's funds, without reimbursement
therefor. Upon request of the Purchaser, the Company shall cause to be delivered to such Purchaser a
certificate of insurance and a statement from the insurer thereunder that such policy shall in no event
be terminated or materially modified without 30 days' prior written notice to such Purchaser.
Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance.
The Company shall maintain with responsible companies, at its own expense, a blanket Fidelity
Bond and an Errors and Omissions Insurance Policy, with broad coverage on all officers, employees or
other Persons acting in any capacity requiring such Persons to handle funds, money, documents or papers
relating to the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and Errors and Omissions
Insurance Policy shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure
the Company against losses, including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such Company Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy
also shall protect and insure the Company against losses in connection with 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 requiring such Fidelity Bond and Errors and Omissions Insurance Policy
shall diminish or relieve the Company from its duties and obligations as set forth in this Agreement.
The minimum coverage under any such bond and insurance policy shall be with a company acceptable to
Xxxxxx Mae or Xxxxxxx Mac and in amounts at least equal to the amounts acceptable to Xxxxxx Mae or
Xxxxxxx Mac. Upon the request of any Purchaser, the Company shall cause to be delivered to such
Purchaser a certified true copy of such fidelity bond and insurance policy and a statement from the
surety and the insurer that such fidelity bond and insurance policy shall in no event be terminated or
materially modified without 30 days' prior written notice to the Purchaser.
Section 4.13 Inspections.
If any Mortgage Loan is more than 60 days delinquent, the Company immediately shall inspect the
Mortgaged Property and shall conduct subsequent inspections in accordance with Accepted Servicing
Practices or as may be required by the primary mortgage guaranty insurer. The Company shall keep a
record of each such inspection and shall provide the Purchaser with copies of such upon request.
Section 4.14 Restoration of Mortgaged Property.
The Company need not obtain the approval of the Purchaser prior to releasing any Insurance
Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the restoration or repair of the
Mortgaged Property if such release is in accordance with Accepted Servicing Practices. For claims
greater than $15,000, at a minimum the Company shall comply with the following conditions in connection
with any such release of Insurance Proceeds or Condemnation Proceeds:
(i) the Company shall receive satisfactory independent verification of completion of
repairs and issuance of any required approvals with respect thereto;
(ii) the Company shall take all steps necessary to preserve the priority of the lien of the
Mortgage, including, but not limited to requiring waivers with respect to mechanics'
and materialmen's liens;
(iii) the Company shall verify that the Mortgage Loan is not in default; and
(iv) pending repairs or restoration, the Company shall place the Insurance Proceeds or
Condemnation Proceeds in the Escrow Account.
If the Purchaser is named as an additional loss payee, the Company is hereby empowered to
endorse any loss draft issued in respect of such a claim in the name of the Purchaser.
Section 4.15 Maintenance of PMI Policy; Claims.
Each Mortgage Loan has an LTV as indicated on the Mortgage Loan Schedule and Electronic Data
File. Except as indicated on the Electronic Data File, with respect to each Mortgage Loan with an LTV
in excess of 80% at the time of origination, the Company shall, without any cost to the Purchaser
maintain or cause the Mortgagor to maintain in full force and effect a PMI Policy or LPMI Policy
insuring a portion of the unpaid principal balance of the Mortgage Loan as to payment defaults. If the
Mortgage Loan is insured by a PMI Policy for which the Mortgagor pays all premiums, the coverage will
remain in place until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise terminated
pursuant to the Homeowners Protection Act of 1998, 12 USC 4901, et seq. In the event that such PMI
Policy shall be terminated other than as required by law, the Company shall obtain from another
Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage
of such terminated PMI Policy. If the insurer shall cease to be a Qualified Insurer, the Company shall
determine whether recoveries under the PMI Policy and LPMI Policy are jeopardized for reasons related to
the financial condition of such insurer, it being understood that the Company shall in no event have any
responsibility or liability for any failure to recover under the PMI Policy or LPMI Policy for such
reason. If the Company determines that recoveries are so jeopardized, it shall notify the Purchaser and
the Mortgagor, if required, and obtain from another Qualified Insurer a replacement insurance policy.
The Company shall not take any action which would result in noncoverage under any applicable PMI Policy
or LPMI Policy of any loss which, but for the actions of the Company would have been covered
thereunder. In connection with any assumption or substitution agreement entered into or to be entered
into pursuant to Section 6.01, the Company shall promptly notify the insurer under the related PMI
Policy or LPMI Policy, if any, of such assumption or substitution of liability in accordance with the
terms of such PMI Policy or LPMI Policy and shall take all actions which may be required by such insurer
as a condition to the continuation of coverage under such PMI Policy or LPMI Policy. If such PMI Policy
is terminated as a result of such assumption or substitution of liability, the Company shall obtain a
replacement PMI Policy or LPMI Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on
behalf of itself and the Purchaser, claims to the insurer under any PMI Policy in a timely fashion in
accordance with the terms of such PMI Policy and, in this regard, to take such action as shall be
necessary to permit recovery under any PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any PMI Policy shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.16 Title, Management and Disposition of REO Property.
In the event that title to any 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 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 or
Persons as shall be consistent with an Opinion of Counsel obtained by the Company from any attorney duly
licensed to practice law in the state where the REO Property is located. The Person or Persons holding
such title other than the Purchaser shall acknowledge in writing that such title is being held as
nominee for the Purchaser.
The Purchaser shall have the option to manage and operate the REO Property provided the
Purchaser gives written notice of its intention to do so within thirty (30) days after such REO Property
is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage
the REO Property shall not constitute a termination of any rights of the Company pursuant to Section
11.02. Upon the Company's receipt of such written notice, it shall be relived of any obligation to
manage, conserve, protect, operate, dispose or sell the Mortgaged Property for the Purchaser, or its
designee. All such duties will become the obligation of the Purchaser, or its designee. In such
connection, upon the Mortgaged Property being acquired on behalf of the Purchaser, or its designee, the
Company shall fully cooperate with Purchaser to transfer management of the REO Property to Purchaser, or
its designee, and shall immediately submit a statement of expenses to the Purchaser for reimbursement
within 30 days for all Monthly Advances and Servicing Advances. If Company does not receive
reimbursement of such expenses from the Purchaser within the 30-days of the statement of expenses,
Company shall be permitted to withdraw such amount from the Custodial Account pursuant to Section 4.05.
In the event the Purchaser does not elect to manage an REO Property, the Company shall manage,
conserve and protect the related REO Property for the Purchaser. The Company, either itself or through
an agent selected by the Company, shall manage the REO Property in the same manner that it manages,
conserves, protects and operates other foreclosed property for its own account, and in the same manner
that similar property in the same locality as the REO Property is managed. The Company shall attempt to
sell the same (and may temporarily rent the same for a period not greater than one year, except as
otherwise provided below) on such terms and conditions as the Company deems to be in the best interest
of the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and
shall sell such REO Property in any event within one year after title has been taken to such REO
Property, unless (i) a REMIC election has not been made with respect to the arrangement under which the
Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate
notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of
such REO Property. If a period longer than one year is permitted under the foregoing sentence and is
necessary to sell any REO Property, (i) the Company shall report monthly to the Purchaser as to the
progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser,
a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name
the Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement,
but instead a separate participation agreement among the Company and Purchaser shall be entered into
with respect to such purchase money mortgage.
The Company shall also maintain on each REO Property fire and hazard insurance with extended
coverage in amount which is at least equal to the maximum insurable value of the improvements which are
a part of such property, liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in the amount required above.
The disposition of REO Property shall be carried out by the Company at such price, and upon
such terms and conditions, as the Company deems to be in the best interests of the Purchaser. The
proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as
practical thereafter the expenses of such sale shall be paid and the Company shall reimburse itself for
any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made
pursuant to Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period
in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial
Account shall be distributed to the Purchaser.
The Company shall withdraw the Custodial Account funds necessary for the proper operation
management and maintenance of the REO Property, including the cost of maintaining any hazard insurance
pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The
Company shall make monthly distributions on each Remittance Date to the Purchaser of the net cash flow
from the REO Property (which shall equal the revenues from such REO Property net of the expenses
described in the Section 4.16 and of any reserves reasonably required from time to time to be maintained
to satisfy anticipated liabilities for such expenses).
Section 4.17 Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 5.02, the Company shall furnish to
the Purchaser on or before the Remittance Date each month a statement with respect to any REO Property
covering the operation of such REO Property for the previous month and the Company's efforts in
connection with the sale of such REO Property and any rental of such REO Property incidental to the sale
thereof for the previous month. That statement shall be accompanied by such other information as the
Purchaser shall reasonably request.
Section 4.18 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser
pursuant to a deed in lieu of foreclosure, the Company shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property.
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged Property, the Company shall
report such foreclosure or abandonment as required pursuant to Section 6050J of the Code. The Company
shall file information reports with respect to the receipt of mortgage interest received in a trade or
business and information returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property as required by the Code. Such reports shall be in form and substance sufficient to
meet the reporting requirements imposed by the Code.
Section 4.20 Application of Buydown Funds.
With respect to each Buydown Mortgage Loan, the Company shall have deposited into the Escrow
Account, no later than the last day of the month, Buydown Funds in an amount equal to the aggregate
undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan is
obligated to pay on all Due Dates in accordance with the terms of the Buydown Agreement, is equal to the
full scheduled Monthly Payments which are required to be paid by the Mortgagor under the terms of the
related Mortgage Note (without regard to the related Buydown Agreement as if the Mortgage Loan were not
subject to the terms of the Buydown Agreement). With respect to each Buydown Mortgage Loan, the Company
will distribute to the Purchaser on each Remittance Date an amount of Buydown Funds equal to the amount
that, when added to the amount required to be paid on such date by the related Mortgagor, pursuant to
and in accordance with the related Buydown Agreement, equals the full Monthly Payment that would
otherwise be required to be paid on such Mortgage Loan by the related Mortgagor under the terms of the
related Mortgage Note (as if the Mortgage Loan were not a Buydown Mortgage Loan and without regard to
the related Buydown Agreement).
If the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown
Period and the Mortgaged Property securing such Buydown Mortgage Loan is sold in the liquidation thereof
(either by the Company or the insurer under any related Primary Insurance Policy) the Company shall, on
the Remittance Date following the date upon which Liquidation Proceeds or REO Disposition proceeds are
received with respect to any such Buydown Mortgage Loan, distribute to the Purchaser all remaining
Buydown Funds for such Mortgage Loan then remaining in the Escrow Account. Pursuant to the terms of
each Buydown Agreement, any amounts distributed to the Purchaser in accordance with the preceding
sentence will be applied to reduce the outstanding principal balance of the related Buydown Mortgage
Loan. If a Mortgagor on a Buydown Mortgage Loan prepays such Mortgage Loan in its entirety during the
related Buydown Period, the Company shall be required to withdraw from the Escrow Account any Buydown
Funds remaining in the Escrow Account with respect to such Buydown Mortgage Loan in accordance with the
related Buydown Agreement. If a principal prepayment by a Mortgagor on a Buydown Mortgage Loan during
the related Buydown Period, together with any Buydown Funds then remaining in the Escrow Account related
to such Buydown Mortgage Loan, would result in a principal prepayment of the entire unpaid principal
balance of the Buydown Mortgage Loan, the Company shall distribute to the Purchaser on the Remittance
Date occurring in the month immediately succeeding the month in which such Principal Prepayment is
received, all Buydown Funds related to such Mortgage Loan so remaining in the Escrow Account, together
with any amounts required to be deposited into the Custodial Account.
Section 4.21 Notification of Adjustments.
With respect to each adjustable rate Mortgage Loan, the Company shall adjust the Mortgage
Interest Rate on the related Interest Rate Adjustment Date in compliance with the requirements of
applicable law and the related Mortgage and Mortgage Note. The Company 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 adjustments. Upon the discovery by the Company or the
receipt of notice from the Purchaser that the Company has failed to adjust a Mortgage Interest Rate in
accordance with the terms of the related Mortgage Note, the Company shall immediately deposit in the
Custodial Account from its own funds the amount of any interest loss or deferral caused the Purchaser
thereby.
Section 4.22 Confidentiality/Protection of Customer Information.
The Company shall keep confidential and shall not divulge to any party, without the Purchaser's
prior written consent, the price paid by the Purchaser for the Mortgage Loans, except to the extent that
it is reasonable and necessary for the Company to do so in working with legal counsel, auditors, taxing
authorities or other governmental agencies. Each party agrees that it shall comply with all applicable
laws and regulations regarding the privacy or security of Customer Information and shall maintain
appropriate administrative, technical and physical safeguards to protect the security, confidentiality
and integrity of Customer Information, including maintaining security measures designed to meet the
Interagency Guidelines Establishing Standards for Safeguarding Customer Information, 66 Fed. Reg. 8616
(the "Interagency Guidelines"), if applicable. For purposes of this Section 4.22, the term "Customer
Information" shall have the meaning assigned to it in the Interagency Guidelines.
Section 4.23 Fair Credit Reporting Act
The Company, in its capacity as servicer for each Mortgage Loan, agrees to fully furnish, in
accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and
Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.
Section 4.24 Establishment of and Deposits to Subsidy Account.
The Company shall segregate and hold all Subsidy Funds collected and received pursuant to the
Subsidy Loans separate and apart from any of its own funds and general assets and shall establish and
maintain one or more Subsidy Accounts, in the form of time deposit or demand accounts, titled "Xxxxx
Fargo Bank, N.A., in trust for the Purchaser, its successors or assigns, and/or subsequent purchasers of
residential Mortgage Loans, and various Mortgagors." The Subsidy Account shall be an eligible deposit
account established with an eligible institution.
The Company shall, from time to time, withdraw funds from the Subsidy Account for the following
purposes:
(i) to deposit in the Custodial Account in the amounts and in the manner provided
for in Section 4.04(xi);
(ii) to transfer funds to another eligible institution in accordance with Section
4.09 hereof;
(iii) to withdraw funds deposited in error; and
(iv) to clear and terminate the Subsidy Account upon the termination of this
Agreement.
Notwithstanding anything to the contrary elsewhere in this Agreement, the Company may employ
the Escrow Account as the Subsidy Account to the extent that the Company can separately identify any
Subsidy Funds deposited therein.
Section 4.25 Use of Subservicers and Subcontractors.
The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any
of the obligations of the Company under this Agreement or any Reconstitution Agreement unless the
Company complies with the provisions of paragraph (a) of this Section 4.25. The Company shall not hire
or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or
otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company
under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section 4.25.
(a) It shall not be necessary for the Company to seek the consent of the Purchaser or any
Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used
by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to
comply with the provisions of this Section 4.25 and with Sections 6.04, 6.06, 9.01(e)(iii),
9.01(e)(v) and 9.01(f) of this Agreement to the same extent as if such Subservicer were the
Company, and to provide the information required with respect to such Subservicer under Section
9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement
required to be delivered by such Subservicer under Section 6.04 and any assessment of
compliance and attestation required to be delivered by such Subservicer under Section 6.06 and
any certification required to be delivered to the Person that will be responsible for signing
the Sarbanes Certification under Section 6.06 as and when required to be delivered.
(b) It shall not be necessary for the Company to seek the consent of the Purchaser or any
Depositor to the utilization of any Subcontractor. The Company shall promptly upon request
provide to the Purchaser and any Depositor (or any designee of the Depositor, such as a master
servicer or administrator) a written description (in form and substance satisfactory to the
Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the
Company or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which
(if any) of such Subcontractors are "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will
be addressed in assessments of compliance provided by each Subcontractor identified pursuant to
clause (ii) of this paragraph.
As a condition to the utilization of any Subcontractor determined to be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such
Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 6.06 and 9.01(f) of this Agreement to the same
extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from
each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and
attestation required to be delivered by such Subcontractor under Section 6.06, in each case as and when
required to be delivered.
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01 Remittances.
On each Remittance Date the Company shall remit by wire transfer of immediately available funds
to the Purchaser (a) all amounts deposited in the Custodial Account as of the close of business on the
Determination Date (net of charges against or withdrawals from the Custodial Account pursuant to Section
4.05), plus (b) all amounts, if any, which the Company is obligated to distribute pursuant to Section
5.03, minus (c) any amounts attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the following Remittance Date, together
with any additional interest required to be deposited in the Custodial Account in connection with such
Principal Prepayment in accordance with Section 4.04(viii); minus (d) any amounts attributable to
Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of the month of
the Remittance Date, and minus (e) any amounts attributable to Buydown Funds being held in the
Custodial Account, which amounts shall be remitted on the Remittance Date next succeeding the Due Period
for such amounts.
With respect to any remittance received by the Purchaser after the Business Day on which such
payment was due, the Company shall pay to the Purchaser interest on any such late payment at an annual
rate equal to the Prime Rate, adjusted as of the date of each change, plus three percentage points, but
in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the
period commencing with the day following the Business Day such payment was due and ending with the
Business Day on which such payment is made to the Purchaser, both inclusive. Such interest shall be
remitted by wire transfer of immediately available funds within one Business Day following agreement by
the Purchaser and the Company of the penalty amount. The payment by the Company of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Company.
Section 5.02 Statements to Purchaser.
Not later than the Remittance Date, the Company shall furnish to the Purchaser a monthly
remittance advice in the standard form of electronic Alltel® file, as to the period ending on the last
day of the preceding month. If requested by the Purchaser prior to the related Closing Date, the first
monthly remittance advice due to the Purchaser following such Closing Date shall be furnished by the
12th calendar day, or if such day is not a Business Day, then the preceding Business Day.
Section 5.03 Monthly Advances by Company.
On the Business Day immediately preceding each Remittance Date, the Company shall deposit in
the Custodial Account from its own funds or from amounts held for future distribution an amount equal to
all Monthly Payments (with interest adjusted to the Mortgage Loan Remittance Rate) which were due on the
Mortgage Loans during the applicable Due Period and which were delinquent at the close of business on
the immediately preceding Determination Date or which were deferred pursuant to Section 4.01. Any
amounts held for future distribution and so used shall be replaced by the Company by deposit in the
Custodial Account on or before any future Remittance Date if funds in the Custodial Account on such
Remittance Date shall be less than payments to the Purchaser required to be made on such Remittance
Date. The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the
last Remittance Date prior to the Remittance Date for the distribution of all Liquidation Proceeds and
other payments or recoveries (including REO Disposition Proceeds, Insurance Proceeds and Condemnation
Proceeds) with respect to the Mortgage Loan; provided, however, that such obligation shall cease if the
Company determines, in its sole reasonable opinion, that advances with respect to such Mortgage Loan are
non-recoverable by the Company from Liquidation Proceeds, Insurance Proceeds, REO Disposition Proceeds,
Condemnation Proceeds, or otherwise with respect to a particular Mortgage Loan. In the event that the
Company determines that any such advances are non-recoverable, the Company shall provide the Purchaser
with a certificate signed by two officers of the Company evidencing such determination.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Transfers of Mortgaged Property.
The Company shall use its best efforts to enforce any "due-on-sale" provision contained in any
Mortgage or Mortgage Note and to deny assumption by the Person to whom the Mortgaged Property has been
or is about to be sold whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains liable on the Mortgage and the Mortgage Note. When the Mortgaged Property has been
conveyed by the Mortgagor, the Company shall, to the extent it has knowledge of such conveyance,
immediately notify the Purchaser and exercise its rights to accelerate the maturity of such Mortgage
Loan under the "due-on-sale" clause applicable thereto, provided, however, that the Company shall not
exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair
or threaten to impair any recovery under the related PMI Policy, if any.
If the Company reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, the Company shall enter into (i) an assumption and modification agreement with the
Person to whom such property has been conveyed, pursuant to which such Person becomes liable under the
Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event the Company is
unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note
and the Company has the prior consent of the primary mortgage guaranty insurer, a substitution of
liability agreement with the purchaser of the Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note. If an assumption fee is collected by the Company
for entering into an assumption agreement the fee will be retained by the Company as additional
servicing compensation. In connection with any such assumption, neither the Mortgage Interest Rate
borne by the related Mortgage Note, the term of the Mortgage Loan, the outstanding principal amount of
the Mortgage Loan nor any other materials terms shall be changed without Purchaser's consent.
To the extent that any Mortgage Loan is assumable, the Company shall inquire diligently into
the credit worthiness of the proposed transferee, and shall use the underwriting criteria for approving
the credit of the proposed transferee which are used with respect to underwriting mortgage loans of the
same type as the Mortgage Loans. If the credit of the proposed transferee does not meet such
underwriting criteria, the Company diligently shall, to the extent permitted by the Mortgage or the
Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Loan Documents.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification
that payment in full will be escrowed in a manner customary for such purposes, the Company shall notify
the Purchaser in the Monthly Remittance Advice as provided in Section 5.02, and may request the release
of any Mortgage Loan Documents.
If the Company satisfies or releases a Mortgage without first having obtained payment in full
of the indebtedness secured by the Mortgage or should the Company otherwise prejudice any rights the
Purchaser may have under the mortgage instruments, upon written demand of the Purchaser, the Company
shall repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof in the Custodial
Account within 2 Business Days of receipt of such demand by the Purchaser. The Company shall maintain
the Fidelity Bond and Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring the
Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance
with the procedures set forth herein.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the
Custodial Account or to retain from interest payments on the Mortgage Loans the amount of its Servicing
Fee. The Servicing Fee shall be payable monthly and shall be computed on the basis of the outstanding
principal balance and for the 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 payable solely
from, the interest portion of such Monthly Payments.
Additional servicing compensation in the form of assumption fees, to the extent provided in
Section 6.01, and late payment charges shall be retained by the Company to the extent not required to be
deposited in the Custodial Account. The Company shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof
except as specifically provided for herein.
Section 6.04 Annual Statements as to Compliance.
(i) The Company shall deliver to the Purchaser, on or before February 28, 2006, an
Officer's Certificate, stating that (x) a review of the activities of the Company during the preceding
calendar year and of performance under this Agreement or similar agreements has been made under such
officer's supervision, and (y) to the best of such officer's knowledge, based on such review, the
Company has fulfilled all 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
officer and the nature and status thereof and the action being taken by the Company to cure such default.
(ii) On or before March 1 of each calendar year, commencing in 2007, the Company shall
deliver to the Purchaser and any Depositor a statement of compliance addressed to the Purchaser and such
Depositor and signed by an authorized officer of the Company, to the effect that (a) a review of the
Company's activities during the immediately preceding calendar year (or applicable portion thereof) and
of its performance under this Agreement and any applicable Reconstitution Agreement during such period
has been made under such officer's supervision, and (b) to the best of such officers' knowledge, based
on such review, the Company has fulfilled all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion
thereof) or, if there has been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the nature and the status thereof.
Section 6.05 Annual Independent Public Accountants' Servicing Report.
Except with respect to Securitization Transactions occurring on or after January 1, 2006, on or
before February 28, 2006, the Company, 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 each Purchaser to the effect that such firm has examined certain documents and records
relating to the servicing of the mortgage loans similar in nature and that such firm is of the opinion
that the provisions of this or similar agreements have been complied with, and that, on the basis of
such examination conducted substantially in compliance with the Single Attestation Program for Mortgage
Bankers, nothing has come to their attention which would indicate that such servicing has not been
conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such statement. By providing
Purchaser a copy of a Uniform Single Attestation Program Report from their independent public
accountant's on an annual basis, Company shall be considered to have fulfilled its obligations under
this Section 6.05.
Section 6.06 Report on Assessment of Compliance and Attestation.
With respect to any Mortgage Loans that are the subject of a Securitization Transaction
occurring on or before March 1 of each calendar year, commencing in 2007, the Company shall:
(i) deliver to the Purchaser and any Depositor a report (in form and substance reasonably
satisfactory to the Purchaser and such Depositor) regarding the Company's assessment
of compliance with the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and
signed by an authorized officer of the Company and shall address each of the Servicing
Criteria specified on a certification substantially in the form of Exhibit D hereto;
(ii) deliver to the Purchaser and any Depositor a report of a registered public accounting
firm reasonably acceptable to the Purchaser and such Depositor that attests to, and
reports on, the assessment of compliance made by the Company and delivered pursuant to
the preceding paragraph. Such attestation shall be in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act;
(iii) cause each Subservicer and each Subcontractor, determined by the Company pursuant to
Section 425(b) to be "participating in the servicing function" within the meaning of
Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an
assessment of compliance and accountants' attestation as and when provided in
paragraphs (a) and (b) of this Section 6.06; and
(iv) deliver to the Purchaser, any Depositor and any other Person that will be responsible
for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d)
and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx
Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization
Transaction a certification in the form attached hereto as Exhibit E.
The Company acknowledges that the parties identified in clause (iv) above may rely on the
certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and
filing such with the Commission.
Section 6.07 Remedies.
(i) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator to deliver any information, report, certification, accountants' letter or other material when
and as required under Article 9, Section 6.04, Section 6.05 or Section 6.06, or any breach by the
Company of a representation or warranty set forth in Section 9.01(e)(iv)(A), or in a writing furnished
pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach is not cured by such closing date, or any
breach by the Company of a representation or warranty in a writing furnished pursuant to Section
9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date, shall, except as
provided in sub-clause (ii) of this Section, immediately and automatically, without notice or grace
period, constitute an Event of Default with respect to the Company under this Agreement and any
applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its
sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement
and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this
Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the
Company; provided that to the extent than any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights or obligations following
termination of the Company as servicer, such provision shall be given effect.
(ii) Any failure by the Company, any Subservicer or any Subcontractor to deliver any
information, report, certification or accountants' letter when and as required under Section 6.04,
Section 6.05 or Section 6.06, including any failure by the Company to identify any Subcontract
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which
continues unremedied for ten (10) calendar days after the date on which such information, report,
certification or accountants' letter was required to be delivered shall constitute an Event of Default
with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall
entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and
obligations of the Company under this Agreement and/or any applicable Reconstitution Agreement without
payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Company;
provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights or obligations following termination of
the Company as servicer, such provision shall be given effect.
(iii) The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser,
such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the
Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination
of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer.
The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have
under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise,
whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
Section 6.08 Right to Examine Company Records.
The Purchaser, or its designee, shall have the right to examine and audit any and all of the
books, records, or other information of the Company, whether held by the Company or by another on its
behalf, with respect to or concerning this Agreement or the Mortgage Loans, during business hours or at
such other times as may be reasonable under applicable circumstances, upon reasonable advance notice.
The Purchaser shall pay its own expenses associated with such examination.
Section 6.09 Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the Mortgage
Loans and REO Property are held, the Company shall not take any action, cause the REMIC to take any
action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to the tax on "prohibited
transactions" as defined Section 860(a)(2) of the Code and the tax on "contributions" to a REMIC set
forth in Section 860(d) of the Code) unless the Company has received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the contemplated action will not
endanger such REMIC status or result in the imposition of any such tax.
ARTICLE VII
COMPANY TO COOPERATE
Section 7.01 Provision of Information.
During the term of this Agreement, the Company shall furnish to the Purchaser such periodic,
special, or other reports or information, and copies or originals of any documents contained in the
Servicing File for each Mortgage Loan provided for herein. All other special reports or information not
provided for herein as shall be necessary, reasonable, or appropriate with respect to the Purchaser or
any regulatory agency will be provided at the Purchaser's expense. All such reports, documents or
information shall be provided by and in accordance with all reasonable instructions and directions which
the Purchaser may give.
The Company shall execute and deliver all such instruments and take all such action as the
Purchaser may reasonably request from time to time, in order to effectuate the purposes and to carry out
the terms of this Agreement.
Section 7.02 Financial Statements; Servicing Facility.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a
prospective Purchaser a Consolidated Statement of Operations of the Company for the most recently
completed two (2) fiscal years for which such a statement is available, as well as a Consolidated
Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of
Operations. The Company also shall make available any comparable interim statements to the extent any
such statements have been prepared by or on behalf of the Company (and are available upon request to
members or stockholders of the Company or to the public at large).
The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable
financial or accounting officer for the purpose of answering questions respecting recent developments
affecting the Company or the financial statements of the Company, and to permit any prospective
purchaser to inspect the Company's servicing facilities for the purpose of satisfying such prospective
purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.
ARTICLE VIII
THE COMPANY
Section 8.01 Indemnification; Third Party Claims.
The Company shall indemnify the Purchaser 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 Purchaser may sustain in any way related to
the failure of the Company to perform its duties and service the Mortgage Loans in strict compliance
with the terms of this Agreement. The Company immediately shall notify the Purchaser if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written
consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith,
including counsel 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 Company shall follow any written
instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall
reimburse the Company for all amounts advanced by it pursuant to the preceding sentence except when the
claim is in any way related to the Company's indemnification pursuant to Section 3.03, or the failure of
the Company to service and administer the Mortgage Loans in strict compliance with the terms of this
Agreement.
Section 8.02 Merger or Consolidation of the Company.
The Company shall keep in full effect its existence, rights and franchises and shall obtain and
preserve its qualification to do business 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.
Any Person into which the Company may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Company shall be a party, or any Person
succeeding to the business of the Company, shall be the successor of the Company hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding, provided, however, that the successor or surviving Person shall
be an institution which is a Xxxxxx Xxx/Xxxxxxx Mac-approved company in good standing and has a net
worth of no less than $25 million. Furthermore, in the event the Company transfers or otherwise
disposes of all or substantially all of its assets to an affiliate of the Company, such affiliate shall
satisfy the condition above, and shall also be fully liable to the Purchaser for all of the Company's
obligations and liabilities hereunder.
Section 8.03 Limitation on Liability of Company and Others.
Neither the Company nor any of the directors, officers, employees or agents of the Company
shall be under any liability to the Purchaser for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment, provided, however, that
this provision shall not protect the Company or any such Person against any breach of warranties or
representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement or any other liability which would otherwise be imposed
under this Agreement. The Company and any director, officer, employee or agent of the Company 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. The Company 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 expense or liability,
provided, however, that the Company 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 Company shall be entitled to reimbursement from the Purchaser of the
reasonable legal expenses and costs of such action.
Section 8.04 Limitation on Resignation and Assignment by Company.
The Purchaser has entered into this Agreement with the Company and subsequent Purchaser will
purchase the Mortgage Loans in reliance upon the independent status of the Company, and the
representations as to the adequacy of its servicing facilities, plant, personnel, records and
procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore,
the Company shall neither assign this Agreement or the servicing rights hereunder or delegate its rights
or duties hereunder (other than pursuant to Section 4.01) or any portion hereof or sell or otherwise
dispose of all of its property or assets without the prior written consent of the Purchaser, which
consent shall not be unreasonably withheld.
The Company shall not resign from the obligations and duties hereby imposed on it except by
mutual consent of the Company and the Purchaser or upon the determination that its duties hereunder are
no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any such
determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to
such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance
acceptable to the Purchaser. No such resignation shall become effective until a successor shall have
assumed the Company's responsibilities and obligations hereunder in the manner provided in Section 12.01.
Without in any way limiting the generality of this Section 8.04, in the event that the Company
either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties
hereunder (other than pursuant to Section 4.01) or any portion thereof or sell or otherwise dispose of
all or substantially all of its property or assets, without the prior written consent of the Purchaser,
then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in
Section 10.01, without any payment of any penalty or damages and without any liability whatsoever to the
Company or any third party.
ARTICLE IX
SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS
Section 9.01 Securitization Transactions; Whole Loan Transfers and Agency Transfers
The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the
Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Transfer or Securitization
Transactions, retaining the Company as the servicer thereof or subservicer if a master servicer is
employed, or as applicable the "seller/servicer." On the Reconstitution Date, the Mortgage Loans
transferred may cease to be covered by this Agreement; provided, however, that, in the event that any
Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall
continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms
and provisions of this Agreement.
The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer,
Agency Transfer or Securitization Transaction in accordance with this Section 9.01. In connection
therewith:
(a) the Company shall make all representations and warranties with respect to the Mortgage
Loans as of the related Closing Date and with respect to the Company itself as of the
closing date of each Whole Loan Transfer, Agency Transfer or Securitization
Transaction;
(b) the Company shall negotiate in good faith and execute any seller/servicer agreements
required to effectuate the foregoing provided such agreements create no greater
obligation or cost on the part of the Company than otherwise set forth in this
Agreement;
(c) the Company shall provide as applicable:
(i) any and all information and appropriate verification of information which may
be reasonably available to the Company, whether through letters of its
auditors and counsel or otherwise, as the Purchaser shall request;
(ii) such additional representations, warranties, covenants, opinions of counsel,
letters from auditors, and certificates of public officials or officers of the
Company as are reasonably believed necessary by the trustee, any Rating Agency
or the Purchaser, as the case may be, in connection with such Whole Loan
Transfers, Agency Transfers or Securitization Transactions. The Purchaser
shall pay all third party costs associated with the preparation of such
information. The Company shall execute any seller/servicer agreements
required within a reasonable period of time after receipt of such
seller/servicer agreements which time shall be sufficient for the Seller and
Seller's counsel to review such seller/servicer agreements. Under this
Agreement, the Company shall retain a Servicing Fee for each Mortgage Loan, at
no less than the applicable Servicing Fee Rate; and
(iii) at any time as required by any Rating Agency, such additional documents from
the related Retained Mortgage File to the Custodian as may be required by such
Rating Agency;
(d) the Company shall with respect to any Mortgage Loans that are subject to a
Securitization Transaction occurring on or before December 31, 2005,in which the
filing of a Xxxxxxxx-Xxxxx Certification directly with the Commission is required, by
February 28, 2006, or in connection with any additional Xxxxxxxx-Xxxxx Certification
required to be filed upon thirty (30) days written request, an officer of the Company
shall execute and deliver an Officer's Certification substantially in the form
attached hereto as Exhibit F, to the entity filing the Xxxxxxxx-Xxxxx Certification
directly with the Commission (such as the Purchaser, any master servicer, any trustee
or any depositor) for the benefit of such entity and such entity's affiliates and the
officers, directors and agents of such entity and such entity's affiliates, and shall
indemnify such entity or persons arising out of any breach of Company's obligations or
representations relating thereto as provided in such Officer's Certification.
(e) the Company shall, in connection with any Securitization Transaction occurring on or
after January 1, 2006, the Company shall (1) within five (5) Business Days following
request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor
(or, as applicable, cause each Third-Party Originator and each Subservicer to
provide), in writing and in form and substance reasonably satisfactory to the
Purchaser and such Depositor, the information and materials specified in paragraphs
(i), (ii), (iii) and (vii) of this subsection (e), and (2) as promptly as practicable
following notice to or discovery by the Company, provide to the Purchaser and any
Depositor (in writing and in form and substance reasonably satisfactory to the
Purchaser and such Depositor) the information specified in paragraph (iv) of this
subsection (e).
(i) if so requested by the Purchaser or any Depositor, the Company shall provide
such information regarding (1) the Company, as originator of the Mortgage
Loans (including as an acquirer of Mortgage Loans from a Qualified
Correspondent), or (2) each Third-Party Originator, and (3) as applicable,
each Subservicer, as is requested for the purpose of compliance with Items
1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall
include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination program and how long
the originator has been engaged in originating residential mortgage
loans, which description shall include a discussion of the
originator's experience in originating mortgage loans of a similar
type as the Mortgage Loans; information regarding the size and
composition of the originator's origination portfolio; and
information that may be material, in the good faith judgment of the
Purchaser, to an analysis of the performance of the Mortgage Loans,
including the originators' credit-granting or underwriting criteria
for mortgage loans of similar type(s) as the Mortgage Loans and such
other information as the Purchaser or any Depositor may reasonably
request for the purpose of compliance with Item 1110(b)(2) of
Regulation AB;
(C) a description of any material legal or governmental proceedings
pending (or known to be contemplated) against the Company, each
Third-Party Originator and each Subservicer; and
(D) a description of any affiliation or relationship between the Company,
each Third-Party Originator, each Subservicer and any of the
following parties to a Securitization Transaction, as such parties
are identified to the Company by the Purchaser or any Depositor in
writing in advance of a Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, the Company shall provide
(or, as applicable, cause each Third-Party Originator to provide) Static Pool
Information with respect to the mortgage loans (of a similar type as the
Mortgage Loans, as reasonably identified by the Purchaser as provided below)
originated by (1) the Company, if the Company is an originator of Mortgage
Loans (including as an acquirer of Mortgage Loans from a Qualified
Correspondent), and/or (2) each Third-Party Originator. Such Static Pool
Information shall be prepared by the Company (or Third-Party Originator) on
the basis of its reasonable, good faith interpretation of the requirements of
Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably
available to the Company (or Third-Party Originator) Static Pool Information
with respect to more than one mortgage loan type, the Purchaser or any
Depositor shall be entitled to specify whether some or all of such information
shall be provided pursuant to this paragraph. The content of such Static Pool
Information may be in the form customarily provided by the Company, and need
not be customized for the Purchaser or any Depositor. Such Static Pool
Information for each vintage origination year or prior securitized pool, as
applicable, shall be presented in increments no less frequently than quarterly
over the life of the mortgage loans included in the vintage origination year
or prior securitized pool. The most recent periodic increment must be as of a
date no later than 135 days prior to the date of the prospectus or other
offering document in which the Static Pool Information is to be included or
incorporated by reference. The Static Pool Information shall be provided in
an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such
electronic format reasonably required by the Purchaser or the Depositor, as
applicable.
If so requested by the Purchaser or any Depositor, the Company shall provide
(or, as applicable, cause each Third-Party Originator to provide), at the
expense of the requesting party (to the extent of any additional incremental
expense associated with delivery pursuant to this Agreement), such statements
and agreed-upon procedures letters of certified public accountants reasonably
acceptable to the Purchaser or Depositor, as applicable, pertaining to Static
Pool Information relating to prior securitized pools for securitizations
closed on or after January 1, 2006 or, in the case of Static Pool Information
with respect to the Company's or Third-Party Originator's originations or
purchases, to calendar months commencing January 1, 2006, as the Purchaser or
such Depositor shall reasonably request. Such statements and letters shall be
addressed to and be for the benefit of such parties as the Purchaser or such
Depositor shall designate, which may include, by way of example, any sponsor,
any Depositor and any broker dealer acting as underwriter, placement agent or
initial purchaser with respect to a Securitization Transaction. Any such
statement or letter may take the form of a standard, generally applicable
document accompanied by a reliance letter authorizing reliance by the
addressees designated by the Purchaser or such Depositor.
(iii) If so requested by the Purchaser or any Depositor, the Company shall provide
such information regarding the Company, as servicer of the Mortgage Loans, and
each Subservicer (each of the Company and each Subservicer, for purposes of
this paragraph, a "Servicer"), as is requested for the purpose of compliance
with Items 1108 of Regulation AB. Such information shall include, at a minimum:
(A) the Servicer's form of organization;
(B) a description of how long the Servicer has been servicing residential
mortgage loans; a general discussion of the Servicer's experience in
servicing assets of any type as well as a more detailed discussion of
the Servicer's experience in, and procedures for, the servicing
function it will perform under this Agreement and any Reconstitution
Agreements; information regarding the size, composition and growth of
the Servicer's portfolio of residential mortgage loans of a type
similar to the Mortgage Loans and information on factors related to
the Servicer that may be material, in the good faith judgment of the
Purchaser or any Depositor, to any analysis of the servicing of the
Mortgage Loans or the related asset-backed securities, as applicable,
including, without limitation:
(1) whether any prior securitizations of mortgage loans of a
type similar to the Mortgage Loans involving the Servicer
have defaulted or experienced an early amortization or other
performance triggering event because of servicing during the
three-year period immediately preceding the related
Securitization Transaction;
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material
noncompliance with the applicable servicing criteria with
respect to other securitizations of residential mortgage
loans involving the Servicer as a servicer during the
three-year period immediately preceding the related
Securitization Transaction;
(4) whether the Servicer has been terminated as servicer in a
residential mortgage loan securitization, either due to a
servicing default or to application of a servicing
performance test or trigger; and
(5) such other information as the Purchaser or any Depositor may
reasonably request for the purpose of compliance with Item
1108(b)(2) of Regulation AB;
(C) a description of any material changes during the three-year period
immediately preceding the related Securitization Transaction to the
Servicer's policies or procedures with respect to the servicing
function it will perform under this Agreement and any Reconstitution
Agreements for mortgage loans of a type similar to the Mortgage Loans;
(D) information regarding the Servicer's financial condition, to the
extent that there is a material risk that an adverse financial event
or circumstance involving the Servicer could have a material adverse
effect on the performance by the Company of its servicing obligations
under this Agreement or any Reconstitution Agreement;
(E) information regarding advances made by the Servicer on the Mortgage
Loans and the Servicer's overall servicing portfolio of residential
mortgage loans for the three-year period immediately preceding the
related Securitization Transaction, which may be
