<PAGE>
Exhibit 99.14
COUNTRYWIDE HOME LOANS, INC.,
as Seller
and
CITIGROUP GLOBAL MARKETS REALTY CORP.,
as Purchaser
----------
AMENDED AND RESTATED
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
dated as of December 15, 2003
----------
Conventional Residential Mortgage Loans
(SERVICING RETAINED)
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ARTICLE I.
DEFINITIONS
ARTICLE II.
PRE-CLOSING AND CLOSING PROCEDURES
Section 2.01 Due
Diligence by the Purchaser.............................
12
Section 2.02
Identification of Mortgage Loan Package....................
12
Section 2.03
Post-Closing Due Diligence.................................
12
Section 2.04
Credit Document Deficiencies Identified During Due
Diligence..................................................
13
Section 2.05
Delivery of Collateral Files...............................
13
Section 2.06
Purchase Confirmation......................................
14
Section 2.07
Closing....................................................
14
Section 2.08
Payment of the Purchase Proceeds...........................
14
Section 2.09
Entitlement to Payments on the Mortgage Loans..............
14
Section 2.10
Payment of Costs and Expenses..............................
15
Section 2.11
MERS Mortgage Loans and the MERS System....................
15
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01
Representations and Warranties Respecting Countrywide......
15
Section 3.02
Representations and Warranties Regarding Individual
Mortgage Loans.............................................
17
Section 3.03
Remedies for Breach of Representations and Warranties......
26
Section 3.04
Repurchase of Convertible Mortgage Loans...................
27
Section 3.05
Representations and Warranties Respecting the Purchaser....
28
Section 3.06
Indemnification by the Purchaser...........................
29
ARTICLE IV.
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01
Countrywide to Act as Servicer.............................
29
Section 4.02
Collection of Mortgage Loan Payments.......................
30
Section 4.03
Realization Upon Defaulted Mortgage Loans..................
30
Section 4.04
Establishment of Custodial Accounts; Deposits in Custodial
Accounts...................................................
30
Section 4.05
Permitted Withdrawals From the Custodial Account...........
32
Section 4.06
Establishment of Escrow Accounts; Deposits in Escrow
Accounts...................................................
33
Section 4.07
Permitted Withdrawals From Escrow Account..................
33
Section 4.08
Transfer of Accounts.......................................
33
Section 4.09
Payment of Taxes, Insurance and Other Charges; Maintenance
of PMI Policies; Collections Thereunder....................
34
Section 4.10
Maintenance of Hazard Insurance............................
35
Section 4.11
[Reserved].................................................
35
Section 4.12
Fidelity Bond; Errors and Omissions Insurance..............
35
Section 4.13
Title, Management and Disposition of REO Property..........
36
Section 4.14
Notification of Adjustments................................
37
Section 4.15
Notification of Maturity Date..............................
37
Section 4.16
Assumption Agreements......................................
38
Section 4.17
Satisfaction of Mortgages and Release of Collateral Files..
38
Section 4.18
Servicing Compensation.....................................
39
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ARTICLE V.
PROVISIONS OF PAYMENTS AND REPORTS TO PURCHASER
Section 5.01
Distributions..............................................
40
Section 5.02
Periodic Reports to the Purchaser..........................
40
Section 5.03
Monthly Advances by Countrywide............................
41
Section 5.04
Annual Statement as to Compliance..........................
41
Section 5.05
Annual Independent Certified Public Accountants' Servicing
Report.....................................................
41
Section 5.06
Annual Statement as to Compliance..........................
42
Section 5.07
Purchaser's Access to Countrywide's Records................
42
Section 5.08
Compliance with REMIC Provisions...........................
43
ARTICLE VI.
COVENANTS BY COUNTRYWIDE
Section 6.01
Indemnification by Countrywide.............................
43
Section 6.02
Third Party Claims.........................................
43
Section 6.03
Merger or Consolidation of Countrywide.....................
43
Section 6.04
Limitation on Liability of Countrywide and Others..........
44
Section 6.05 No
Transfer of Servicing...................................
45
ARTICLE VII.
TERMINATION OF COUNTRYWIDE AS SERVICER
Section 7.01
Termination Due to an Event of Default.....................
45
Section 7.02
Termination by Other Means.................................
46
ARTICLE VIII.
MISCELLANEOUS
Section 8.01
Notices....................................................
47
Section 8.02
Sale Treatment.............................................
48
Section 8.03
Exhibits...................................................
48
Section 8.04
General Interpretive Principles............................
49
Section 8.05
Reproduction of Documents..................................
49
Section 8.06
Further Agreements.........................................
49
Section 8.07
Assignment of Mortgage Loans by the Purchaser; Pass-Through
Transfers..................................................
50
Section 8.08
Conflicts between Transaction Documents....................
51
Section 8.09
Governing Law..............................................
51
Section 8.10
Severability Clause........................................
51
Section 8.11
Successors and Assigns.....................................
52
Section 8.12
Confidentiality............................................
52
Section 8.13
Entire Agreement...........................................
52
Exhibit A Schedule
of Collateral Documents........................... A-1
Exhibit B Form of
Purchase Confirmation.............................. B-1
Exhibit C Form of
Custodial Agreement................................ C-1
Exhibit D Form of
Trade Confirmation................................. D-1
ii
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AMENDED AND RESTATED
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
This Amended and Restated Master Mortgage Loan Purchase and
Servicing
Agreement is made and entered into as of December 15, 2003 (the
"Agreement"),
between Countrywide Home Loans, Inc., having an address at 4500
Park Granada,
Calabasas, California 91302 ("Countrywide"), and Citigroup Global
Markets Realty
Corp., having an address at 390 Greenwich Street, New York, New
York 10013 (the
"Purchaser"), and amends, restates and supersedes in its entirety
that certain
Master Mortgage Loan Purchase and Servicing Agreement dated August
8, 2002 by
and between Countrywide and Purchaser's predecessor-in-interest,
Salomon
Brothers Realty Corp.
RECITALS
The Purchaser has agreed to purchase from Countrywide and
Countrywide
has agreed to sell from time to time to the Purchaser all of
Countrywide's
right, title and interest, excluding servicing rights, in and to
those certain
mortgage loans identified in a Purchase Confirmation (as defined
below) executed
by Countrywide and the Purchaser. This Agreement is intended to set
forth the
terms and conditions by which Countrywide shall transfer and the
Purchaser shall
acquire such mortgage loans.
In consideration of the promises and mutual agreements set
forth
herein, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, Countrywide and the
Purchaser
agree as follows:
ARTICLE I.
DEFINITIONS
Unless the context requires otherwise, all capitalized terms
used
herein shall have the meanings assigned to such terms in this
Article I unless
defined elsewhere herein. Any capitalized term used or defined in a
Purchase
Confirmation that conflicts with the corresponding definition set
forth herein
shall supersede such term.
Adjustable Rate Mortgage Loan: Any Mortgage Loan in which the
related
Mortgage Note contains a provision whereby the Mortgage Interest
Rate is
adjusted from time to time in accordance with the terms of such
Mortgage Note.
Agency: Either Fannie Mae or Freddie Mac.
Agreement: This Master Mortgage Loan Purchase and Servicing
Agreement,
including all exhibits and supplements hereto, and all amendments
hereof.
Appraised Value: The value of the related Mortgaged Property as
set
forth in an appraisal made in connection with the origination of a
Mortgage Loan
or the sale price of the related Mortgaged Property if the proceeds
of such
Mortgage Loan were used to purchase such Mortgaged Property,
whichever is less.
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Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument in recordable form, sufficient
under the laws
of the jurisdiction wherein the related Mortgaged Property is
located to reflect
the sale of the Mortgage to the Purchaser.
Balloon Mortgage Loan: Any Mortgage Loan wherein the Mortgage
Note
matures prior to full amortization and requires a final and
accelerated payment
of principal.
Balloon Payment: With respect to any Balloon Mortgage Loan as of
any
date of determination, the Monthly Payment payable on the maturity
of such
Mortgage Loan.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii)
a
day on which banking and savings and loan institutions in either
the State of
California, the State of New York or the State of Texas are
authorized or
obligated by law or executive order to be closed.
Cash Liquidation: Recovery of all cash proceeds by Countrywide
with
respect to the termination of any defaulted Mortgage Loan other
than a Mortgage
Loan which became an REO Property, including all PMI Proceeds,
Government
Insurance Proceeds, Other Insurance Proceeds, Liquidation Proceeds,
Condemnation
Proceeds and other payments or recoveries whether made at one time
or over a
period of time which Countrywide deems to be finally recoverable,
in connection
with the sale or assignment of such Mortgage Loan, trustee's sale,
foreclosure
sale or otherwise.
Closing: The consummation of the sale and purchase of each
Mortgage
Loan Package.
Closing Date: The date on which the purchase and sale of the
Mortgage
Loans constituting a Mortgage Loan Package is consummated, as set
forth in the
Trade Confirmation or Purchase Confirmation.
Collateral Documents: The collateral documents pertaining to
each
Mortgage Loan as set forth in Exhibit A hereto.
Collateral File: With respect to each Mortgage Loan, a file
containing
each of the Collateral Documents.
Combined Loan-to-Value Ratio: As of any date and as to any
Mortgage
Loan, the ratio, expressed as a percentage, of the (a) sum of (i)
the Stated
Principal Balance (or the original principal balance, if so
indicated) of such
Mortgage Loan and (ii) the Stated Principal Balance (or the
original principal
balance, if so indicated) as of such date of any mortgage loan or
mortgage loans
that are senior or equal in priority to the Mortgage Loan and which
are secured
by the same Mortgaged Property to (b) the Appraised Value of the
related
Mortgaged Property.
Condemnation Proceeds: All awards or settlements in respect of
a
taking of an entire Mortgaged Property by exercise of the power of
eminent
domain or condemnation.
Conventional Mortgage Loan: A Mortgage Loan that is not insured by
the
FHA or guaranteed by the VA.
2
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Convertible Mortgage Loan: Any Adjustable Rate Mortgage Loan
that
contains a provision whereby the Mortgagor is permitted to convert
the Mortgage
Loan to a fixed-rate mortgage loan in accordance with the terms of
the related
Mortgage Note.
Countrywide: Countrywide Home Loans, Inc., or any successor or
assign
to Countrywide under this Agreement as provided herein.
Credit File: The file retained by Countrywide that includes the
mortgage loan documents pertaining to a Mortgage Loan including
copies of the
Collateral Documents together with the credit documentation
relating to the
origination of such Mortgage Loan, which Credit File may be
maintained by
Countrywide on microfilm or any other comparable medium.
Custodial Account: The account or accounts created and
maintained
pursuant to Section 4.04, each of which shall be an Eligible
Account.
Custodial Agreement: The letter agreement, substantially in the
form
of Exhibit C (or such other form as Countrywide and Purchaser may
mutually
agree), that governs the temporary retention of the Collateral
Files by the
Custodian with respect to a Closing Date.
Custodian: Such custodian that may be designated by Countrywide
and
Purchaser from time to time.
Cut-off Date: The first day of the month in which the related
Closing
Date occurs or such other date as may be set forth in the related
Trade
Confirmation or Purchase Confirmation.
Cut-off Date Balance: The aggregate scheduled unpaid principal
balance
of the Mortgage Loans in a Mortgage Loan Package as of the Cut-off
Date, after
application of (i) scheduled payments of principal due on such
Mortgage Loans on
or before such Cut-off Date, whether or not collected, and (ii) any
Principal
Prepayments received from the Mortgagor prior to the date on which
the Mortgage
Loan Schedule is prepared.
Determination Date: The Business Day immediately preceding the
related
Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due
on
a Mortgage Loan (including a Balloon Payment with respect to a
Balloon Mortgage
Loan), exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period
commencing on the second day of the month preceding the month of
the Remittance
Date and ending on the first day of the month of the Remittance
Date.
Eligible Account: An account or accounts (i) maintained with a
depository institution the short term debt obligations of which are
rated by a
nationally recognized statistical rating agency in one of its two
(2) highest
rating categories at the time of any deposit therein, (ii) the
deposits of which
are insured up to the maximum permitted by the FDIC, or (iii)
maintained with an
institution and in a manner acceptable to an Agency.
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Escrow Account: The separate trust account or accounts created
and
maintained pursuant to Section 4.06, each of which shall be an
Eligible Account.
Escrow Payments: The amounts constituting ground rents, taxes,
assessments, water rates, mortgage insurance premiums, fire and
hazard insurance
premiums and other payments required to be escrowed by the
Mortgagor with the
Mortgagee pursuant to any Mortgage Loan.
Event of Default: Any one of the conditions or circumstances
enumerated in Section 7.01.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHA: The Federal Housing Administration.
Fannie Mae: The Federal National Mortgage Association or any
successor
organization.
Fidelity Bond: A fidelity bond to be maintained by Countrywide
pursuant to Section 4.12.
First Lien Mortgage Loan: Any Mortgage Loan secured by a first lien
on
the related Mortgaged Property.
Fixed Rate Mortgage Loan: Any Mortgage Loan wherein the
Mortgage
Interest Rate set forth in the Mortgage Note is fixed for the term
of such
Mortgage Loan.
Freddie Mac: The Federal Home Loan Mortgage Corporation or any
successor organization.
Funding Deadline: With respect to each Closing Date, one
o'clock
(1:00) p.m. New York time or such other time as agreed to between
the parties.
GNMA: The Government National Mortgage Association or any
successor
organization.
Government Insurance Proceeds: With respect to each Government
Mortgage Loan, payments made pursuant to a MIC or LGC.
Government Mortgage Loan: A Mortgage Loan insured by the FHA or
guaranteed by the VA.
Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the
fixed percentage amount set forth in 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 Adjustment Date, the Mortgage Interest
Rate for such
Mortgage Loan.
HUD: The Department of Housing and Urban Development or any
federal
agency or official thereof which may from time to time succeed to
the functions
thereof.
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Interest Adjustment Date: With respect to an Adjustable Rate
Mortgage
Loan, the date on which an adjustment to the Mortgage Interest Rate
on a
Mortgage Note becomes effective.
LGC: A loan guarantee certificate issued by the VA.
LTV: With respect to any Mortgage Loan, the ratio (expressed as
a
percentage) of the Stated Principal Balance (or the original
principal balance,
if so indicated) of such Mortgage Loan as of the date of
determination to the
Appraised Value of the related Mortgaged Property.
Late Collections: With respect to any Mortgage Loan, all
amounts
received during any Due Period, whether as late payments of Monthly
Payments or
as Liquidation Proceeds, Condemnation Proceeds, PMI Proceeds,
Government
Insurance Proceeds, Other Insurance Proceeds, proceeds of any REO
Disposition or
otherwise, which represent late payments or collections of Monthly
Payments due
but delinquent for a previous Due Period and not previously
recovered.
Lifetime Rate Cap: With respect to each Adjustable Rate Mortgage
Loan,
the absolute maximum Mortgage Interest Rate payable, above which
the Mortgage
Interest Rate shall not be adjusted, as set forth in the related
Mortgage Note
and Mortgage Loan Schedule.
Liquidation Proceeds: Amounts, other than PMI Proceeds,
Government
Insurance Proceeds, Condemnation Proceeds and Other Insurance
Proceeds, received
by Countrywide in connection with the liquidation of a defaulted
Mortgage Loan
through trustee's sale, foreclosure sale or otherwise, other than
amounts
received following the acquisition of an REO Property pursuant to
Section 4.13.
LPMI Fee: The portion of the Mortgage Interest Rate relating to
an
LPMI Loan, which is set forth on the related Mortgage Loan
Schedule, to be
retained by Countrywide to pay the premium due on the PMI Policy
with respect to
such LPMI Loan.
LPMI Loan: Any Mortgage Loan with respect to which Countrywide
is
responsible for paying the premium due on the related PMI Policy
with the
proceeds generated by the LPMI Fee relating to such Mortgage Loan,
as set forth
on the related Mortgage Loan Schedule.
MERS: Mortgage Electronic Registration Systems, Inc. or any
successor
or assign thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS
System.
MERS System: The electronic system of recording transfers of
mortgages
maintained by MERS.
MIC: A mortgage insurance certificate issued by HUD.
MIN: The Mortgage Identification Number of a MERS Mortgage
Loan.
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Missing Credit Documents: As defined in Section 2.04 hereof.
Monthly Advance: The advances made or required to be made by
Countrywide on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment (including any
Balloon
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, in the case of a First
Lien Mortgage
Loan, or a second lien, in the case of a Second Lien Mortgage Loan,
on an
unsubordinated estate in fee simple in real property securing the
Mortgage Note;
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, the mortgage, deed of trust or other instrument securing
the Mortgage
Note may secure and create a first lien, in the case of a First
Lien Mortgage
Loan, or a second lien, in the case of a Second Lien Mortgage Loan,
upon a
leasehold estate of the Mortgagor, as the case may be.
Mortgage Interest Rate: The annual rate at which interest accrues
on
any Mortgage Loan and, with respect to an Adjustable Rate Mortgage
Loan, as
adjusted from time to time in accordance with the provisions of the
related
Mortgage Note.
Mortgage Loan: Any mortgage loan that is sold pursuant to this
Agreement, as evidenced by such mortgage loan's inclusion on the
related
Mortgage Loan Schedule, which mortgage loan includes the Monthly
Payments,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
PMI Proceeds
(if applicable), Government Insurance Proceeds (if applicable),
Other Insurance
Proceeds, REO Disposition proceeds, and all other rights, benefits,
proceeds and
obligations arising from or in connection with such Mortgage Loan,
excluding the
servicing rights relating thereto. Unless the context requires
otherwise, any
reference to the Mortgage Loans in this Agreement shall refer to
the Mortgage
Loans constituting a Mortgage Loan Package.
Mortgage Loan Package: The Mortgage Loans sold to the Purchaser
pursuant to a Purchase Confirmation.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan,
the
interest rate payable to the Purchaser on each Remittance Date
which shall equal
the Mortgage Interest Rate less the Servicing Fee and the LPMI Fee,
if
applicable.
Mortgage Loan Schedule: With respect to each Mortgage Loan
Package,
the schedule of Mortgage Loans included therein and made a part of
the related
Purchase Confirmation, which schedule shall include, the following
information
with respect to each Mortgage Loan: (i) information sufficient to
uniquely
identify such Mortgage Loan, including the mortgage loan number,
the Mortgagor's
name and the street address of the Mortgaged Property (including
city, state and
zip code); (ii) the Mortgage Interest Rate as of the Cut-off Date;
(iii) with
respect to any Adjustable Rate Mortgage Loan, the Gross Margin, the
Periodic
Rate Cap, the Lifetime Rate Cap, the next Interest Adjustment Date
and whether
such Adjustable Rate Mortgage Loan is a Convertible Mortgage Loan,
(iv) with
respect to a LPMI Loan, the LPMI Fee, (v) with respect to each
First Lien
Mortgage Loan, the LTV at origination and, with respect to each
Second Lien
Mortgage Loan, the Combined LTV at origination; (vi) the
6
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remaining term as of the Cut-off Date and the original term of such
Mortgage
Loan, (vii) whether such Mortgage Loan is a First Lien Mortgage
Loan or a Second
Lien Mortgage Loan, (viii) the original balance of the Mortgage
Loan, (ix) the
unpaid principal balance on the Mortgage Loan as of the Cut-off
Date, (x) the
related Monthly Payment as of the origination of such Mortgage
Loan, (xi) the
related Monthly Payment as of the Cut-off Date, (xii) the maturity
date, (xiii)
a code indicating whether the Mortgage Loan is subject to a
Prepayment Charge or
penalty, (xiv) the term of any Prepayment Charge or penalty, (xv) a
code
indicating whether the Mortgage Loan is a MERS Mortgage Loan, (xvi)
with respect
to each MERS Mortgage Loan, the MIN, (xvii) a code indicating
whether the
Mortgage Loan is a Balloon Mortgage Loan and, if so, the term of
the Balloon
Loan and the amount of the Balloon Payment scheduled to be due at
maturity
assuming no Principal Prepayments; (xviii) a code indicating
whether the
Mortgage Loan is an interest-only Mortgage Loan; and, if so, the
term of the
interest-only period of such Mortgage Loan and (xiv) any other
information
pertaining to such Mortgage Loan as may be reasonably requested by
the
Purchaser. The information set forth in the Mortgage Loan Schedule
relating to
the Mortgage Interest Rate, Periodic Rate Cap and Lifetime Rate Cap
with respect
to any LPMI Loan, as applicable, is exclusive of the LPMI Fee.
Mortgage Note: The note or other evidence of the indebtedness of
a
Mortgagor secured by a Mortgage.
Mortgaged Property: The real property (or leasehold estate, if
applicable) securing repayment of the debt evidenced by a Mortgage
Note.
Mortgagee: The mortgagee or beneficiary named in the Mortgage and
the
successors and assigns of such mortgagee or beneficiary.
Mortgagor: The obligor on a Mortgage Note.
Opinion of Counsel: A written opinion of counsel, who may be an
employee of the party on behalf of whom the opinion is being
given.
Other Insurance Proceeds: Proceeds of any title policy, hazard
policy,
pool policy or other insurance policy covering a Mortgage Loan,
other than the
PMI Policy, if any, to the extent such proceeds are not to be
applied to the
restoration of the related Mortgaged Property or released to the
Mortgagor in
accordance with the procedures that Countrywide would follow in
servicing
mortgage loans held for its own account.
Pass-Through Transfer: The sale or transfer of some or all of
the
Mortgage Loans by the Purchaser to a trust to be formed as part of
a publicly
issued or privately placed mortgage-backed securities
transaction.
Payment Adjustment Date: As to each Mortgage Loan, the date on
which
an adjustment to the Monthly Payment on a Mortgage Note becomes
effective.
Periodic Rate Cap: With respect to each Adjustable Rate Mortgage
Loan,
the provision of each Mortgage Note which provides for an absolute
maximum
amount by which the Mortgage Interest Rate therein may increase or
decrease on
an Adjustment Date above or below the Mortgage Interest Rate
previously in
effect, equal to the rate set forth on the Mortgage Loan Schedule
per
adjustment.
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Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization or
government or any agency or political subdivision thereof.
PMI Policy: A policy of private mortgage guaranty insurance
relating
to a Mortgage Loan and issued by a Qualified Insurer.
PMI Proceeds: Proceeds of any PMI Policy.
Prepayment Charge: With respect to any Mortgage Loan, any
prepayment
penalty or premium thereon payable in connection with a principal
prepayment on
such Mortgage Loan pursuant to the terms of the related Mortgage
Note.
Prepayment Interest Shortfall Amount: With respect to any
Remittance
Date and Mortgage Loan that was subject to a Principal Prepayment
in full or in
part during the related Principal Prepayment Period, which
Principal Prepayment
was applied to such Mortgage Loan prior to such Mortgage Loan's Due
Date with
respect to such Remittance Date, the amount of interest (at the
Mortgage Loan
Remittance Rate) that would have accrued on the amount of such
Principal
Prepayment during the period commencing on the date as of which
such Principal
Prepayment was applied to such Mortgage Loan and ending on the day
immediately
preceding such Due Date, inclusive.
Preliminary Mortgage Loan Package: The mortgage loans identified
or
described in a Trade Confirmation, which, subject to the
Purchaser's due
diligence as contemplated in Section 2.01, are intended to be sold
under this
Agreement as a Mortgage Loan Package.
Preliminary Mortgage Loans: The mortgage loans constituting a
Preliminary Mortgage Loan Package.
Principal Prepayment: Any payment or other recovery of principal on
a
Mortgage Loan which is received in advance of its scheduled Due
Date, excluding
any prepayment penalty or premium thereon (unless the Purchase
Confirmation
provides otherwise), which is not accompanied by an amount of
interest
representing scheduled interest due on any date or dates in any
month or months
subsequent to the month of prepayment.
Principal Prepayment Period: As to any Remittance Date, the second
day
of the calendar month preceding the month of distribution through
and including
the first day of the month of distribution.
Purchase Confirmation: A letter agreement, substantially in the
form
of Exhibit B hereto, executed by Countrywide and the Purchaser in
connection
with the purchase and sale of each Mortgage Loan Package, which
sets forth the
terms relating thereto including a description of the related
Mortgage Loans
(including the Mortgage Loan Schedule), the purchase price for such
Mortgage
Loans, the Closing Date and the Servicing Fee Rate.
Purchase Proceeds: The amount paid on the related Closing Date by
the
Purchaser to Countrywide in exchange for the Mortgage Loan Package
purchased on
such Closing Date as set forth in the applicable Purchase
Confirmation.
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Purchaser: The Person identified as the "Purchaser" in the preamble
to
this Agreement or its successor in interest or any successor or
assign to the
Purchaser under this Agreement as herein provided. Any reference to
"Purchaser"
as used herein shall be deemed to include any designee of the
Purchaser, so long
as such designation was made in accordance with the limitations set
forth in
Section 8.07.
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, which insurer is
approved in such
capacity by an Agency.
Qualified Substitute Mortgage Loan: A mortgage loan that must, on
the
date of such substitution, (i) have an unpaid principal balance,
after deduction
of all scheduled payments due in the month of substitution (or if
more than one
(1) mortgage loan is being substituted, an aggregate principal
balance), not in
excess of the unpaid principal balance of the repurchased Mortgage
Loan (the
amount of any shortfall will be deposited in the Custodial Account
by
Countrywide in the month of substitution); (ii) have a Mortgage
Interest Rate
not less than, and not more than 1% greater than, the Mortgage
Interest Rate of
the repurchased Mortgage Loan; (iii) have a remaining term to
maturity not
greater than, and not more than one year less than, the maturity
date of the
repurchased Mortgage Loan; (iv) comply with each representation and
warranty
(respecting individual Mortgage Loans) set forth in Section 3.02
hereof; (v)
shall be the same type of Mortgage Loan (i.e., a Convertible
Mortgage Loan or a
Fixed Rate Mortgage Loan); and (vi) to the extent such mortgage
loan is an
Adjustable Rate Mortgage Loan, shall have the same Gross Margin and
index (to
the extent available) as the repurchased Mortgage Loan.
Reconstitution Date: The date on which any or all of the
Mortgage
Loans serviced under this Agreement shall be removed from this
Agreement and
reconstituted as part of a whole loan transfer, agency transfer or
Pass-Through
Transfer pursuant to Section 8.07 hereof. The Reconstitution Date
shall be such
date which the Purchaser shall designate. On such date, the
Mortgage Loans
transferred shall cease to be covered by this Agreement and
Countrywide's
servicing responsibilities shall cease under this Agreement with
respect to the
related transferred Mortgage Loans.
Remittance Date: The eighteenth (18th) day of any month,
beginning
with the month next following the month in which the related
Cut-off Date
occurs, or if such eighteenth (18th) day is not a Business Day, the
first
Business Day immediately following.
REO Disposition: The final sale by Countrywide of any REO Property
or
the transfer of the management of such REO Property to the
Purchaser as set
forth in Section 4.13.
REO Property: A Mortgaged Property acquired by Countrywide on
behalf
of the Purchaser as described in Section 4.13.
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 last date
through which interest has been paid and distributed to the
Purchaser to the
date of repurchase, less amounts received or advanced in
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respect of such repurchased Mortgage Loan which such amounts are
being held in
the Custodial Account for distribution in the month of
repurchase.
Second Lien Mortgage Loan: A Mortgage Loan secured by a second lien
on
the related Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance by
Countrywide of its
servicing obligations, including the cost of (i) the preservation,
restoration
and protection of the Mortgaged Property, (ii) any enforcement or
judicial
proceedings, including foreclosures, (iii) the management and
liquidation of the
REO Property, (iv) with respect to Government Mortgage Loans,
amounts advanced
to the Purchaser for which Countrywide may be entitled to receive
reimbursement
from a government agency and (v) compliance with the obligations
under this
Agreement including Section 4.09.
Servicing Fee: With respect to each Mortgage Loan, the amount of
the
annual fee the Purchaser shall pay to Countrywide, which shall, for
a period of
one full month, be equal to one-twelfth of the product of (i) the
Servicing Fee
Rate and (ii) the Stated Principal Balance of such Mortgage Loan.
Such fee shall
be payable monthly, computed on the basis of the same principal
amount and
period respecting which any related interest payment on a Mortgage
Loan is
computed. The obligation of the Purchaser to pay the Servicing Fee
is limited
to, and the Servicing Fee is payable solely from, the interest
portion of such
Monthly Payment collected by Countrywide, or as otherwise provided
herein.
Subject to the foregoing, and with respect to each Mortgage Loan,
Countrywide
shall be entitled to receive its Servicing Fee through the
disposition of any
related REO Property and the Servicing Fee payable with respect to
any REO
Property shall be based on the Stated Principal Balance of the
related Mortgage
Loan at the time of foreclosure.
Servicing Fee Rate: With respect to any Mortgage Loan, the rate
per
annum set forth in the applicable Trade Confirmation or Purchase
Confirmation.
Servicing LP: Countrywide Home Loans Servicing LP, a Texas
limited
partnership, and its successors and assigns, in its capacity as
servicer
hereunder.
Servicing Officer: Any officer of Countrywide involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name appears on a list of servicing officers furnished by
Countrywide to
Purchaser upon request, as such list may from time to time be
amended.
Stated Principal Balance: With respect to each Mortgage Loan as of
any
date of determination: (i) the unpaid principal balance of the
Mortgage Loan at
the Cut-off Date after giving effect to payments of principal due
on or before
such date, whether or not received, minus (ii) all amounts
previously
distributed to the Purchaser with respect to the related Mortgage
Loan
representing payments or recoveries of principal or advances in
lieu thereof.
Trade Confirmation: A letter agreement substantially in the form
of
Exhibit D hereto executed by Countrywide and the Purchaser prior to
the
applicable Closing Date confirming the terms of a prospective
purchase and sale
of a Mortgage Loan Package.
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Transaction Documents: With respect to any Mortgage Loan, the
related
Trade Confirmation, the related Purchase Confirmation and this
Agreement.
Updated LTV: With respect to any Mortgage Loan, the outstanding
principal balance of such Mortgage Loan as of the date of
determination divided
by the value of the related Mortgaged Property as determined by a
recent
appraisal of the Mortgaged Property.
VA: The Department of Veterans Affairs.
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ARTICLE II.
PRE-CLOSING AND CLOSING PROCEDURES
SECTION 2.01 DUE DILIGENCE BY THE PURCHASER.
(a) Review of Credit File. Prior to the Closing Date,
Countrywide
shall make available to the Purchaser the Credit File for each
Preliminary
Mortgage Loan in the related Preliminary Mortgage Loan Package. The
Purchaser
shall have the right to review the Credit File for each such
Preliminary
Mortgage Loan, at Countrywide's offices or such other location
agreed upon by
the Purchaser and Countrywide, for the purpose of determining
whether each
Preliminary Mortgage Loan conforms in all material respects to the
applicable
terms contained in the Transaction Documents, which determination
shall be made
in the Purchaser's reasonable and good faith discretion. In the
event that the
Purchaser rejects any Preliminary Mortgage Loan based on such
review,
Countrywide shall have the right, in its sole discretion, to
substitute
replacement Preliminary Mortgage Loans satisfying the requirements
set forth
above, and the Purchaser shall have the right to review any such
replacement
Preliminary Mortgage Loan(s) in the manner contemplated above. The
Purchaser
shall use reasonable efforts to conduct its due diligence, and to
convey the
results thereof to Countrywide, within the time and in the manner
necessary to
permit Countrywide to rebut or cure any Preliminary Mortgage Loan
or to
substitute replacement Preliminary Mortgage Loans as permitted
herein. The fact
that the Purchaser has conducted or determined not to conduct any
partial or
complete examination of the Credit Files shall not affect the right
of the
Purchaser, or any successor thereto, to demand repurchase or other
relief as
provided for in this Agreement.
(b) Rejection of Preliminary Mortgage Loans. Without limiting
the
generality of the foregoing, in the event that the Purchaser
rejects Preliminary
Mortgage Loans (i) comprising more than ten percent (10%) of the
related
Preliminary Mortgage Loan Package (as measured by unpaid principal
balance), or
(ii) for reasons other than as permitted under this Agreement or
the Trade
Confirmation, Countrywide may, in its sole discretion, rescind its
offer to sell
any of the Preliminary Mortgage Loans relating thereto to the
Purchaser and
Countrywide shall have no liability therefore.
SECTION 2.02 IDENTIFICATION OF MORTGAGE LOAN PACKAGE.
At least three (3) Business Days prior to the Closing Date, the
Purchaser shall identify those Preliminary Mortgage Loans that the
Purchaser
intends to be included in the Mortgage Loan Package.
SECTION 2.03 POST-CLOSING DUE DILIGENCE.
In the event that the Purchaser does not complete its due
diligence,
as contemplated in Section 2.01, with respect to any Preliminary
Mortgage Loan,
the Purchaser and Countrywide may nonetheless mutually agree to the
purchase and
sale of such Mortgage Loan as contemplated hereunder, and upon such
mutual
agreement, if the Purchaser provides notice to Countrywide of such
Mortgage Loan
and such Mortgage Loan is identified as such in the Purchase
Confirmation (as
used therein, the "Pending Mortgage Loans"), the Purchaser shall
have the right
to review the related Credit File for such Mortgage Loan within ten
(10)
Business
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Days after the Closing Date and, based on such review and within
such ten (10)
Business Days period, request that Countrywide repurchase any
Pending Mortgage
Loan that the Purchaser reasonably and in good faith contends does
not conform
in all material respects to the applicable terms of the Transaction
Documents.
Countrywide shall have ten (10) Business Days from the date of its
receipt of
such request to either (a) repurchase such Mortgage Loan at the
purchase price
for such Mortgage Loan (as calculated under the related Transaction
Documents,
as applicable) plus accrued and unpaid interest, or (b) provide
evidence
reasonably satisfactory to the Purchaser that such Mortgage Loan
does in fact
conform to the terms of the Transaction Documents, as applicable.
In the event
that Countrywide must repurchase any Mortgage Loan in accordance
with this
Section 2.03 or pursuant to any other applicable term contained in
the
Transaction Documents, Countrywide may, upon mutual agreement of
the parties,
substitute replacement Mortgage Loans conforming in all material
respects to the
applicable terms contained in the related Transaction Documents.
The rights and
remedies set forth in this Section 2.03 are in addition to those
set forth in
Section 3.03.
SECTION 2.04 CREDIT DOCUMENT DEFICIENCIES IDENTIFIED DURING DUE
DILIGENCE.
If, with respect to a Mortgage Loan Package, the related
Purchase
Confirmation identifies any Mortgage Loan for which the related
Credit File is
missing material documentation (as used therein, the "Missing
Credit
Documents"), Countrywide agrees to use its best efforts to procure
each such
Missing Credit Document within sixty (60) days following the
related Closing
Date. In the event of a default by a Mortgagor or any material
impairment of the
Mortgaged Property, as determined by the Purchaser in its
reasonable discretion,
in either case directly arising from a breach of Countrywide's
obligation to
deliver the Missing Credit Document within the time specified
above, Countrywide
shall repurchase such Mortgage Loan at the Repurchase Price.
SECTION 2.05 DELIVERY OF COLLATERAL FILES.
(a) Custodial Agreement. Countrywide shall, on or before the
Business
Day prior to the related Closing Date, deliver and release to the
Custodian the
Collateral File for each Mortgage Loan in the Mortgage Loan Package
and shall
execute, and cause the Custodian to execute, the Custodial
Agreement.
Countrywide shall pay all fees and expenses of the Custodian;
provided, however,
that it is understood that the Custodial Agreement shall terminate
ten (10)
Business Days after the related Closing Date and the Purchaser
shall be solely
responsible for arranging for the retention of the Collateral Files
thereafter.
(b) Missing Collateral Documents. In the event that any of the
original Collateral Documents set forth in clauses (3) through (9)
of Exhibit A
hereto are not delivered to the Custodian on or before the Closing
Date (each, a
"Missing Collateral Document"), then Countrywide shall have (i)
with respect to
any Missing Collateral Document sent for recording, twelve (12)
months from the
related Closing Date, or (ii) with respect to all other Missing
Collateral
Documents, one-hundred twenty (120) days from the Closing Date, to
deliver to
the Purchaser such Missing Collateral Documents; provided, however,
that with
respect to any Government Mortgage Loan, Countrywide agrees to
procure each such
Missing Collateral Document within sixty (60) days following the
FHA's or the
VA's, as applicable, deadline for procuring such documents.
Notwithstanding the
foregoing, Countrywide shall not be deemed to be in breach of this
Agreement if
its failure to deliver to the Purchaser any Missing Collateral
Document within
the time specified above is due solely to (i) the failure of the
applicable
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recorder's office to return a Missing Collateral Document that was
sent for
recording or (ii) the failure of the title insurer to issue and
deliver the
original mortgagee title policy, except where such refusal to issue
the policy
is based on a claim that the title insurer is under no obligation
to issue such
policy.
(c) Other Documents. Countrywide shall forward to the Purchaser in
a
timely manner any original documents evidencing an assumption,
modification,
consolidation or extension of any Mortgage Loan entered into in
accordance with
this Agreement upon execution and, if applicable, recordation
thereof.
SECTION 2.06 PURCHASE CONFIRMATION.
Upon confirmation with the Purchaser of a Mortgage Loan
Package,
Countrywide shall prepare and deliver to the Purchaser for
execution the related
Purchase Confirmation, executed by an authorized signatory of
Countrywide.
SECTION 2.07 CLOSING.
The Closing of each Mortgage Loan Package shall take place on
the
related Closing Date and shall be subject to the satisfaction of
each of the
following conditions, unless otherwise waived by the prejudiced
party(ies):
(a) All of the representations and warranties of Countrywide
under
this Agreement shall be true and correct in all material respects
as of the
Closing Date and no event shall have occurred that, with notice or
the passage
of time, would constitute a default under this Agreement;
(b) All of the representations and warranties of the Purchaser
under
this Agreement shall be true and correct in all material respects
as of the
Closing Date and no event shall have occurred that, with notice or
the passage
of time, would constitute a default under this Agreement; and
(c) Both parties shall have executed the related Purchase
Confirmation
and Custodial Agreement.
SECTION 2.08 PAYMENT OF THE PURCHASE PROCEEDS.
Subject to the conditions set forth in Section 2.07, and in
consideration for the Mortgage Loan Package to be purchased by the
Purchaser on
the related Closing Date, the Purchaser shall pay to Countrywide on
such Closing
Date the Purchase Proceeds by wire transfer of immediately
available funds to
the account designated by Countrywide on or before the Funding
Deadline.
SECTION 2.09 ENTITLEMENT TO PAYMENTS ON THE MORTGAGE LOANS.
With respect to any Mortgage Loan purchased hereunder, the
Purchaser
shall be entitled to (a) all scheduled principal due after the
related Cut-off
Date; (b) all other recoveries of principal collected after the
related Cut-off
Date, except for (i) recoveries of principal collected after the
Cut-off Date
and prior to the Closing Date that are reflected in the Mortgage
Loan Schedule,
and (ii) all scheduled payments of principal due on or before the
related
Cut-off Date;
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and (c) all payments of interest on such Mortgage Loan net of
interest at the
Servicing Fee Rate and the LPMI Fee, if applicable (minus that
portion of any
such payment that is allocable to the period prior to the related
Cut-off Date).
SECTION 2.10 PAYMENT OF COSTS AND EXPENSES.
The Purchaser and Countrywide shall each bear its own costs and
expenses in connection with the purchase and sale of the Mortgage
Loans
including any commissions due its sales personnel, the legal fees
and expenses
of its attorneys and any due diligence expenses. Without limiting
the generality
of the foregoing, any costs and expenses incurred in connection
with recording
the Assignment of Mortgage or any subsequent assignment thereof
shall be paid
for by the Purchaser other than one-time recording fees, which
shall be paid by
Countrywide.
SECTION 2.11 MERS MORTGAGE LOANS AND THE MERS SYSTEM.
(a) Notwithstanding anything contained in this Agreement to the
contrary, with respect to any MERS Mortgage Loan sold to the
Purchaser by
Countrywide pursuant to this Agreement, Countrywide shall cause the
registration
of such MERS Mortgage Loan to be changed on the MERS System to
reflect the
Purchaser as the beneficial owner of such MERS Mortgage Loan. The
foregoing
obligation of Countrywide shall be in lieu of Countrywide
delivering to the
Purchaser an Assignment of Mortgage for such MERS Mortgage Loan.
With respect to
the Mortgage and intervening assignments related to any MERS
Mortgage Loan,
Countrywide shall, in accordance with Section 2.05, provide the
Purchaser with
the original Mortgage with evidence of registration with MERS and,
as
applicable, the originals of all intervening assignments of the
Mortgage with
evidence of recording thereon prior to the registration of the
Mortgage Loan
with the MERS System.
(b) In connection with the MERS System, Countrywide is hereby
authorized and empowered, in its own name, to register, or change
the
registration of any MERS Mortgage Loan to effectuate such
registration. Further,
Countrywide is authorized upon the direction of the Purchaser to
cause the
removal of any MERS Mortgage Loan from such registration, and to
execute and
deliver on behalf of itself and the Purchaser, any and all
instruments of
assignment and comparable instruments with respect to any
registration and/or
removal of such MERS Mortgage Loan on or from the MERS System.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
SECTION 3.01 REPRESENTATIONS AND WARRANTIES RESPECTING
COUNTRYWIDE.
Countrywide represents, warrants and covenants to the Purchaser
that,
as of each Closing Date:
(a) Organization and Standing. Countrywide is duly organized,
validly
existing and in good standing under the laws of the jurisdiction in
which it is
organized and is qualified and licensed to transact business in and
is in good
standing under the laws of each state where each Mortgaged Property
is located
to the extent necessary to ensure the enforceability of each
Mortgage Loan and
the servicing of the Mortgage Loan in accordance with the terms of
this
Agreement. No licenses or approvals obtained by Countrywide have
been suspended
or revoked
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by any court, administrative agency, arbitrator or governmental
body, and no
proceedings are pending that might result in such suspension or
revocation;
(b) Due Authority. Countrywide has the full power and authority to
(i)
perform and enter into and consummate all transactions contemplated
by this
Agreement and (ii) to sell each Mortgage Loan. Countrywide has duly
authorized
the execution, delivery and performance of this Agreement, has duly
executed and
delivered this Agreement, and this Agreement, assuming due
authorization,
execution and delivery by the Purchaser, constitutes a legal, valid
and binding
obligation of Countrywide, enforceable against it in accordance
with its terms
except as the enforceability thereof may be limited by bankruptcy,
insolvency or
reorganization;
(c) No Conflict. Neither the acquisition or origination of the
Mortgage Loans by Countrywide, the sale of the Mortgage Loans to
the Purchaser,
the consummation of 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
Countrywide's certificate of incorporation or by-laws or result in
a breach of
any legal restriction or any material breach of a material
agreement or
instrument to which Countrywide is now a party or by which it is
bound, or
constitute a material 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 Countrywide or its property is
subject;
(d) Approved Seller. Countrywide is an approved seller/servicer
for
each Agency in good standing and is a mortgagee approved by the
Secretary of
HUD. No event has occurred, including a change in insurance
coverage, which
would make Countrywide unable to comply with Fannie Mae, Freddie
Mac or HUD
eligibility requirements;
(e) No Pending Litigation. There is no action, suit,
proceeding,
investigation or litigation pending or, to Countrywide's knowledge,
threatened,
which either in any one instance or in the aggregate, if determined
adversely to
Countrywide would materially and adversely affect the sale of the
Mortgage Loans
to the Purchaser, the ability of Countrywide to service the
Mortgage Loans
hereunder in accordance with the terms hereof, or Countrywide's
ability to
perform its obligations under this Agreement;
(f) 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 Countrywide, of or compliance by
Countrywide with,
this Agreement or the consummation of the transactions contemplated
by this
Agreement, or if required, such consent, approval, authorization or
order has
been obtained prior to the related Closing Date;
(g) No Violations. Countrywide is not in violation of, and the
execution and delivery of this Agreement by Countrywide and its
performance and
compliance with the terms of this Agreement will not constitute a
violation with
respect to, any order or decree of any court or any order or
regulation of any
federal, state, municipal or governmental agency having
jurisdiction over
Countrywide or its assets, which violation might have consequences
that would
materially and adversely affect the condition (financial or
otherwise) or the
operation of Countrywide or its assets or might have consequences
that would
materially and adversely affect the performance of its obligations
and duties
hereunder;
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(h) Ability to Perform. Countrywide 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;
(i) No Bulk Transfer. The consummation of the transactions
contemplated by this Agreement are in the ordinary course of
business of
Countrywide, and the transfer, assignment and conveyance of the
Mortgage Notes
and the Mortgages by Countrywide pursuant to this Agreement are not
subject to
the bulk transfer or any similar statutory provisions;
(j) Accounting Sale. The transfer of the Mortgage Loans shall
be
treated as a sale on the books and records of Countrywide, and
Countrywide has
determined that, and will treat, the disposition of the Mortgage
Loans pursuant
to this Agreement for tax and accounting purposes as a sale.
Countrywide shall
maintain a complete set of books and records for each Mortgage Loan
which shall
be clearly marked to reflect the ownership of each Mortgage Loan by
Purchaser;
(k) Fair Consideration. Countrywide reasonably believes that
the
consideration received by it upon the sale of the Mortgage loans
constitutes
fair consideration and reasonably equivalent value for such
Mortgage Loans;
(l) No Insolvency. Countrywide is solvent and will not be
rendered
insolvent by the consummation of the transactions contemplated
hereby.
Countrywide is not transferring any Mortgage Loan with any intent
to hinder,
delay or defraud any of its creditors; and
(m) MERS Good Standing. To the extent any Mortgage Loan is a
MERS
Mortgage Loan, Countrywide is a member of MERS in good
standing.
SECTION 3.02 REPRESENTATIONS AND WARRANTIES REGARDING
INDIVIDUAL
MORTGAGE LOANS.
With respect to each Mortgage Loan (unless otherwise specified
below),
Countrywide represents and warrants to the Purchaser as of the
related Closing
Date that:
(a)
Mortgage Loan Schedule. The information contained in the
Mortgage
Loan Schedule is complete, true and correct in all material
respects;
(b) No Delinquencies or Advances. All payments required to be
made
prior to the related Cut-off Date for such Mortgage Loan under the
terms of the
Mortgage Note have been made; Countrywide has not advanced funds,
or induced,
solicited or knowingly received any advance of funds from a party
other than the
owner of the Mortgaged Property subject to the Mortgage, directly
or indirectly,
for the payment of any amount required by the Mortgage Loan; and
there has been
no delinquency of more than thirty (30) days in any payment by the
Mortgagor
thereunder during the last twelve (12) months;
(c) Taxes, Assessments, Insurance Premiums and Other Charges.
There
are no delinquent taxes, ground rents, or insurance premiums, and
Countrywide
has no knowledge of any delinquent water charges, sewer rents,
assessments,
leasehold payments, including assessments payable in future
installments or
other outstanding charges affecting the related Mortgaged
Property;
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(d) No Modifications. The terms of the Mortgage Note and the
Mortgage
have not been impaired, waived, altered or modified in any respect,
except by
written instruments that have been or will be recorded or
registered with the
MERS System, if necessary to protect the interests of the
Purchaser, and that
have been or will be delivered to the Purchaser, all in accordance
with this
Agreement. The substance of any such waiver, alteration or
modification has been
approved by the primary mortgage guaranty insurer, if any, and by
the title
insurer, to the extent required by the related policy and its terms
are
reflected on the Mortgage Loan Schedule. No Mortgagor has been
released, in
whole or in part, except in connection with an assumption agreement
approved by
the primary mortgage insurer, if any, and the title insurer, to the
extent
required by the policy, and which assumption agreement is part of
the Collateral
File and the terms of which are reflected in the Mortgage Loan
Schedule if
executed prior to the Closing Date;
(e) No Defenses. The Mortgage Note and the Mortgage are not subject
to
any right of rescission, set-off, counterclaim or defense,
including the defense
of usury, nor will the operation of any of the terms of the
Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render the
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;
(f) Hazard and Flood Insurance. All buildings upon the
Mortgaged
Property are insured by an insurer acceptable to an Agency against
loss by fire,
hazards of extended coverage and such other hazards as are
customary in the area
where the Mortgaged Property is located, and such insurer is
licensed to do
business in the state where the Mortgaged Property is located. All
such
insurance policies contain a standard mortgagee clause naming
Countrywide, its
successors and assigns as mortgagee, and all premiums thereon have
been paid.
If, upon the origination of the Mortgage Loan, the Mortgaged
Property was, or
was subsequently deemed to be, 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 that
meets the requirements of the current guidelines of the Federal
Insurance
Administration (or any successor thereto) and conforms to the
requirements of an
Agency is in effect. The Mortgage obligates the Mortgagor
thereunder to maintain
all such insurance at the Mortgagor's expense and, upon the failure
of the
Mortgagor to do so, the holder of the Mortgage is authorized to
maintain such
insurance at the Mortgagor's expense and to seek reimbursement
therefore from
the Mortgagor;
(g) Compliance with Applicable Law. Each Mortgage Loan, including
any
Prepayment Charge or penalty in connection therewith, at the time
of origination
complied in all material respects with applicable local, state and
federal laws,
and any applicable ordinances, including truth in lending, real
estate
settlement procedures, consumer credit protection, equal credit
opportunity,
predatory and abusive lending and disclosure laws applicable to the
Mortgage
Loan;
(h) No Release 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;
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(i) Enforceability of Mortgage Documents. The Mortgage Note and
the
related Mortgage are genuine and each is the legal, valid and
binding obligation
of the maker thereof, enforceable in accordance with its terms,
except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization
or similar laws;
(j) Valid First or Second Lien. Each related Mortgage is a
valid,
subsisting and enforceable First Lien (with respect to a First Lien
Mortgage
Loan) or Second Lien (with respect to a Second Lien Mortgage Loan)
on the
related Mortgaged Property, including all improvements on the
Mortgaged
Property. The lien of the Mortgage is subject only to:
(i) the lien of current real property taxes and assessments not
yet
due and payable;
(ii) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of
recording
that
are 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 that do not adversely
affect the
Appraised Value (as evidenced by an appraisal referred to in
such
definition) of the Mortgaged Property set forth in such
appraisal;
(iii) with respect to a Second Lien Mortgage Loan only, the
lien
of
the first mortgage on the Mortgaged Property; and
(iv) 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;
(k) Disbursements of Proceeds. 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
therefore have
been complied with. All costs, fees and expenses incurred in making
or closing
the Mortgage Loan and recording 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) Sole Owner. Countrywide is the sole owner and holder of the
Mortgage Loan. The Mortgage Loan is not assigned or pledged, and
Countrywide has
good and marketable title thereto, and has 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 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 the terms of this
Agreement;
(m) Title Insurance. Each Mortgage Loan that is a First Lien
Mortgage
Loan and each Mortgage Loan that is a Second Lien Mortgage Loan
with an original
principal balance greater than $100,000, in either case, is covered
by a
lender's title insurance policy acceptable to an Agency, issued by
a title
insurer acceptable to an Agency and qualified to do business in the
jurisdiction
where the related Mortgaged Property is located, insuring (subject
to the
exceptions contained in Section 3.02(j)(i), (ii) and (iii) above)
Countrywide,
its successors and assigns as to the first or second priority lien
of the
Mortgage, as applicable. Additionally, such lender's title
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insurance policy affirmatively insures ingress and egress, and
against
encroachments by or upon the Mortgaged Property or any interest
therein. With
respect to any Adjustable Rate Mortgage Loan, such title insurance
policy
insures against any loss by reason of the invalidity or
unenforceability of the
lien resulting from the provisions of the Mortgage Note providing
for adjustment
of the Mortgage Interest Rate and Monthly Payment. Countrywide 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 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 of the related Mortgage, including Countrywide, has
done, by act or
omission, anything which would impair the coverage of such lender's
title
insurance policy;
(n) No Default. 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 Countrywide has not waived any default, breach,
violation or
event of acceleration, and with respect to any Second Lien Mortgage
Loan,
Countrywide has not received a written notice of default of any
senior mortgage
loan related to the Mortgaged Property which has not been
cured;
(o) 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 law could give rise to such lien) affecting
the related
Mortgaged Property which are or may be liens prior to, or equal or
coordinate
with, the lien of the related Mortgage;
(p) Origination, Servicing and Collection Practices. The
origination,
servicing and collection practices used by Countrywide with respect
to each
Mortgage Note and Mortgage have been in all respects legal, proper,
prudent and
customary in the mortgage origination and servicing business. With
respect to
escrow deposits and Escrow Payments, if any, all such payments are
in the
possession of, or under the control of, Countrywide 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 Countrywide have been capitalized
under any
Mortgage or the related Mortgage Note. With respect to Adjustable
Rate Mortgage
Loans, 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;
(q) No Condemnation or Damage. The Mortgaged Property is free
of
material damage and waste and there is no proceeding pending for
the total or
partial condemnation thereof;
(r) Customary and Enforceable 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
(a) in the
case of a Mortgage designated as a deed of trust, by trustee's
sale, and (b)
otherwise by judicial foreclosure;
(s) Collateral. The Mortgage Note is not and has not been secured
by
any collateral except the lien of the corresponding Mortgage;
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(t) Appraisal. Unless the Mortgage Loan was underwritten pursuant
to
one of Countrywide's streamline documentation programs, the Credit
File contains
an appraisal of the related Mortgaged Property signed prior to the
approval of
the Mortgage Loan application by an appraiser who meets the minimum
requisite
qualifications of an Agency for appraisers, duly appointed by the
originator,
that had no interest, direct or indirect in the Mortgaged Property,
and whose
compensation is not affected by the approval or disapproval of the
Mortgage
Loan; the appraisal is in a form acceptable to an Agency, with such
riders as
are acceptable to such Agency. All improvements which were
considered in
determining the Appraised Value of the related 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. Each appraisal of the Mortgage Loan was made in
accordance with the
relevant provisions of the Financial Institutions Reform, Recovery,
and
Enforcement Act of 1989;
(u) Trustee for Deed 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
Purchaser to
the trustee under the deed of trust, except in connection with a
trustee's sale
after default by the Mortgagor;
(v) Private Mortgage Insurance, FHA Insurance and VA Guarantees.
Each
Mortgage Loan, except a Second Lien Mortgage Loan or a Mortgage
Loan
underwritten in accordance with sub-prime credit underwriting
guidelines (as any
such Mortgage Loans may be identified in the Mortgage Loan
Schedule), with an
LTV at origination in excess of eighty percent (80%) is and will be
subject to a
PMI Policy, which insures that portion of the Mortgage Loan over
seventy-five
percent (75%) of the Appraised Value of the related Mortgaged
Property. 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. Any
Mortgage subject to any such PMI Policy obligates the Mortgagor
thereunder to
maintain such insurance and to pay all premiums and charges in
connection
therewith or, in the case of a lender paid mortgage insurance
policy, the
premiums and charges are included in the Mortgage Interest Rate for
the Mortgage
Loan. Each Government Mortgage Loan either has, or will have in due
course, a
valid and enforceable MIC or LGC, as applicable and, in each case,
all premiums
due thereunder have been paid;
(w) Lawfully Occupied. At origination, to the best of
Countrywide's
knowledge as of the 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
certificates of
occupancy, have been made or obtained from the appropriate
authorities;
(x) Assignment of Mortgage. Except for the absence of recording
information, 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. The original Mortgage was or is being recorded and,
unless the
Mortgage Loan is subject to the MERS System, all subsequent
assignments of the
original Mortgage (other than the assignment to Purchaser) have
been recorded in
the appropriate jurisdiction wherein such recordation is necessary
to perfect
the lien thereof against creditors of Countrywide, or is in the
process of being
recorded;
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(y) Consolidation of Future Advances. Any future advances made to
the
Mortgagor prior to the 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
consolidated principal amount does not exceed the original
principal amount of
the Mortgage Loan;
(z) Form of Mortgage Note and Mortgage. The Mortgage Note and
Mortgage
are on forms acceptable to an Agency;
(aa) Section 32 Loans. No Mortgage Loan is (a) subject to the
provisions of the Homeownership and Equity Protection Act of 1994
as amended
("HOEPA"), (b) a "high cost" mortgage loan, "high risk" mortgage
loan; "covered"
mortgage loan or "predatory" mortgage loan or a similarly
classified mortgage
loan using different terminology under a law imposing heightened
regulatory
scrutiny or additional legal liability for residential mortgage
loans having
high interest rates, points and /or fees, no matter how defined,
under any
federal, state or local law or ordinance, including, without
limitation, Section
6-L of the New York Banking Law or (c) subject to any comparable
federal, state
or local statutes or regulations, including, without limitation,
the provisions
of the Georgia Fair Lending Act or any other statute or regulation
providing
assignee liability to holders of such mortgage loans;
(bb) Originator Supervision. The Mortgage Loan was originated
by
Countrywide or by a savings bank, a commercial bank or similar
banking
institution which is supervised and examined by a federal or state
authority, or
by a mortgagee approved as such by the Secretary of HUD;
(cc)
Foreclosure; Bankruptcy. The Mortgaged Property has not been
subject to any bankruptcy proceeding or foreclosure proceeding and
the Mortgagor
has not filed for protection under applicable bankruptcy laws.
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. Countrywide has no knowledge of any
relief requested
or allowed to the Mortgagor under the Soldiers and Sailors Civil
Relief Act of
1940;
(dd) Payment Source; Buydown. No Mortgage contains provisions
pursuant
to which Monthly Payments are (a) paid or partially paid with funds
deposited in
any separate account established by the Seller, the Mortgagor, or
anyone on
behalf of the Mortgagor, (b) paid by any source other than the
Mortgagor or (c)
contains any other similar provisions 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;
(ee) Construction; Exchange. No Mortgage Loan was made solely
in
connection with (a) the construction or rehabilitation of a
Mortgaged Property
or (b) facilitating the trade-in or exchange of a Mortgaged
Property.
(ff) Investment. Countrywide 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 can reasonably be expected
to cause the
Mortgage Loan to be an
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unacceptable investment, cause the Mortgage Loan to become
delinquent, or
materially and adversely affect the value of the Mortgage Loan.
(gg) Accrual
Method. Interest on each Mortgage Loan is calculated on
the basis of a 360-day year consisting of twelve 30-day months;
and
(hh) Lending Practices. No predatory, abusive or deceptive
lending
practices, including, but not limited to, the extension of credit
to the
Mortgagor without regard for the Mortgagor's ability to repay the
Mortgage Loan
and the extension of credit to the Mortgagor which has no apparent
benefit to
the Mortgagor, were employed by the originator of the Mortgage Loan
in
connection with the origination of the Mortgage Loan;
(ii) Prepayment Charges. Each Prepayment Charge or penalty with
respect to any Mortgage Loan is permissible, enforceable and
collectible under
applicable federal, state and local law;
(jj) No Adverse Selection. The Mortgage Loans were not selected
from
the outstanding one to four-family mortgage loans in Countrywide's
portfolio at
the related Closing Date as to which the representations and
warranties set
forth in this Agreement could be made in a manner so as to affect
adversely the
interests of the Purchaser;
(kk) 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 Mortgagee thereunder;
(ll) Legal Capacity. To the best of Countrywide's knowledge,
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. The Mortgagor is a natural person;
(mm) Doing Business. Countrywide is, and to the best of
Countrywide's
knowledge, all parties which have had any interest in the Mortgage
Loan, whether
as mortgagee, assignee, thereof or otherwise, are (or, during the
period in
which they held and disposed of such interest, were) in compliance
with any and
all applicable "doing business" and licensing requirements of the
laws of the
state wherein the Mortgaged Property is located;
(nn) Interest Rates; Amortization. Except for a Mortgage Loan,
the
Monthly Payment of which consists of interest only for a specified
period of
time (and which Mortgage Loan is identified on the Mortgage Loan
Schedule),
principal payments on the Mortgage Loan commenced no more than
sixty 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 other
than an interest-only Mortgage Loan or Balloon Mortgage Loan, the
Mortgage Note
is payable on the first day of each month in Monthly Payments,
which, in the
case of a Fixed Rate Mortgage Loan, is sufficient to fully amortize
the original
principal balance over the original term thereof and to pay
interest at the
related Mortgage Interest Rate, and, in the case of an Adjustable
Rate Mortgage
Loan, is changed on each Adjustment Date and is sufficient to fully
amortize the
original principal balance over the original term thereof and to
pay interest at
the
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related Mortgage Interest Rate. With respect to each Mortgage Loan
identified on
the Mortgage Loan Schedule as an interest-only Mortgage Loan, the
interest-only
period shall not exceed the period specified on the Mortgage Loan
Schedule and,
following the expiration of such interest-only period, the
remaining Monthly
Payments shall be sufficient to fully amortize the original
principal balance
over the remaining term of the Mortgage Loan. With respect to each
Balloon
Mortgage Loan, the Mortgage Note requires Monthly Payments
sufficient to fully
amortize the original principal balance over the original term
thereof and to
pay interest at the related Mortgage Interest Rate but
