<PAGE>
Exhibit 99.13
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
GREENPOINT MORTGAGE FUNDING, INC.
Seller and Servicer
LUMINENT MORTGAGE CAPITAL, INC.
MAIA MORTGAGE FINANCE STATUTORY TRUST
MERCURY MORTGAGE FINANCE STATUTORY TRUST
Initial Purchaser
Dated as of October 1, 2006
First and Second Lien, Fixed and Adjustable Rate Mortgage Loans
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1.
Definitions......................................................1
SECTION 2.
Agreement to
Purchase...........................................14
SECTION 3.
Mortgage Loan
Schedules.........................................14
SECTION 4.
Purchase
Price..................................................14
SECTION 5.
Examination of Mortgage
Files...................................14
SECTION 6.
Conveyance from Seller to Initial
Purchaser.....................15
Subsection 6.01.
Conveyance of Mortgage Loans; Possession of
Servicing Files...............................15
Subsection 6.02.
Books and Records.................................15
Subsection 6.03.
Delivery of Mortgage Loan Documents...............15
SECTION 7.
Representations, Warranties and Covenants of the Seller:
Remedies for Breach...........................17
Subsection 7.01.
Representations and Warranties Respecting the
Seller........................................17
Subsection 7.02.
Representations and Warranties Regarding
Individual Mortgage Loans.....................19
Subsection 7.03.
Remedies for Breach of Representations and
Warranties....................................33
Subsection 7.04.
Repurchase of Certain Mortgage Loans; Premium
Protection....................................35
Subsection 7.05.
Protection of Consumer Information................36
SECTION 8.
Closing.........................................................36
SECTION 9.
Closing
Documents...............................................37
SECTION 10.
Costs...........................................................38
SECTION 11.
Removal of Mortgage Loans from Inclusion under This Agreement
Upon a Whole Loan Transfer or a Pass-Through Transfer on One
or More Reconstitution
Dates..................................39
SECTION 12. The
Seller and the Servicer.....................................46
Subsection 12.01.
Additional Indemnification by the Seller and the
Servicer......................................46
Subsection 12.02.
Merger or Consolidation of the Seller and the
Servicer......................................47
Subsection 12.03.
Limitation on Liability of the Seller, the
Servicer and Others...........................47
Subsection 12.04.
Servicer Not to Resign............................48
Subsection 12.05. No
Transfer of Servicing..........................48
SECTION 13.
Default.........................................................48
Subsection 13.01.
Events of Default.................................48
i
<PAGE>
Subsection 13.02.
Waiver of Defaults................................50
SECTION 14.
Termination.....................................................50
SECTION 15.
Successor to the
Servicer.......................................50
SECTION 16.
Financial
Statements............................................51
SECTION 17.
Mandatory Delivery: Grant of Security
Interest..................52
SECTION 18.
Notices.........................................................52
SECTION 19.
Severability
Clause.............................................53
SECTION 20.
Counterparts....................................................53
SECTION 21.
Governing
Law...................................................53
SECTION 22.
Intention of the
Parties........................................53
SECTION 23.
Successors and
Assigns..........................................54
SECTION 24.
Waivers.........................................................55
SECTION 25.
Exhibits........................................................55
SECTION 26.
Nonsolicitation.................................................55
SECTION 27.
General Interpretive
Principles.................................55
SECTION 28.
Reproduction of
Documents.......................................56
SECTION 29.
Further
Agreements..............................................56
SECTION 30.
Third-Party
Beneficiary.........................................56
SECTION 31.
Entire
Agreement................................................56
ii
<PAGE>
EXHIBITS
--------
EXHIBIT 1
SELLER'S OFFICER'S CERTIFICATE
EXHIBIT 2
FORM OF OPINION OF COUNSEL TO THE SELLER
EXHIBIT 3
SECURITY RELEASE CERTIFICATION
EXHIBIT 4
ASSIGNMENT AND CONVEYANCE
EXHIBIT 5
CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 6
CUSTODIAL AGREEMENT
EXHIBIT 7
FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT 8
FORM OF ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT 9
SERVICING ADDENDUM
EXHIBIT 10
FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT
EXHIBIT 11
FORM OF INDEMNIFICATION AGREEMENT
EXHIBIT 12
FORM OF ANNUAL CERTIFICATION
EXHIBIT 13
MORTGAGE LOAN DOCUMENTS
EXHIBIT 14
UNDERWRITING GUIDELINES OF THE SELLER
EXHIBIT 15
SUMMARY OF REGULATION AB SERVICING CRITERIA
EXHIBIT 16
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
EXHIBIT 17
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
EXHIBIT 18
FORECLOSURE RIGHTS
SCHEDULE I
MORTGAGE LOAN SCHEDULE
SCHEDULE II
PREPAYMENT CHARGE SCHEDULE
iii
<PAGE>
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
This is an MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT (the
"Agreement"), dated as
of October 1, 2006, by
and between
Luminent Mortgage
Capital, Inc.,
Maia Mortgage Finance Statutory Trust and Mercury Mortgage
Finance Statutory Trust (collectively, the Purchasers and individually,
as the
purchaser of any Mortgage Loan hereunder, the Purchaser), having an office at
One Commerce Square,
2005 Market St., Suite
2100, Phildelphia,
PA 19103 (the
"Initial Purchaser",
and the Initial
Purchaser or the Person, if any, to which
the Initial Purchaser
has assigned its rights and obligations hereunder as
Purchaser with
respect to a Mortgage Loan, and each of their respective
successors and assigns, the "Purchaser"), GREENPOINT MORTGAGE FUNDING, INC.,
having an office at 100 Wood Hollow Drive, Novato, CA 94945 (the "Seller" and
"Servicer").
W I T N E S S E T H :
WHEREAS, the Seller desires to sell, from time to time, to a
Purchaser, and
each Purchaser desires to purchase, from time to time, from the
Seller, certain
conventional, fixed
and adjustable
rate residential first and second lien
mortgage loans,
including the right to
any Prepayment Charges
payable by the
related Mortgagors as
described herein,
(the "Mortgage Loans") as described
herein on a servicing-retained basis, and which shall be
delivered in groups of
whole loans on various dates as provided herein and in the related
Confirmation
(each, a "Closing Date");
WHEREAS, each
Mortgage Loan is secured by a mortgage, deed of trust or
other security
instrument
creating a first or second lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan
Schedule for
the related Mortgage Loan Package, which is to be annexed hereto on
each Closing
Date as Schedule I;
WHEREAS, the
Initial Purchaser, the Seller and the Servicer wish to
prescribe the manner
of the conveyance,
servicing and control
of the Mortgage
Loans; and
WHEREAS, following its
purchase of the Mortgage Loans from the Seller, the
Purchaser desires
to sell some or all of the Mortgage Loans to one or more
purchasers as a whole loan transfer in a whole loan or
participation format or a
public or private mortgage-backed securities transaction;
NOW,
THEREFORE, in
consideration of the premises and mutual agreements set
forth herein,
and for other good and
valuable
consideration, the
receipt and
sufficiency of which are hereby acknowledged, the Purchaser and the
Seller agree
as follows:
SECTION 1.
Definitions.
------------
For
purposes of this Agreement the following capitalized terms shall have
the respective meanings set forth below.
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, which are in general accordance with Fannie Mae servicing
practices and
1
<PAGE>
procedures for MBS pool mortgages, as defined in the Fannie Mae
Guides including
future updates,
the terms of the
Mortgage Loan
Documents and all
applicable
federal, state and local legal and regulatory requirements.
Adjustable Rate
Mortgage Loan: A Mortgage Loan which provides for the
adjustment of the Mortgage Interest Rate payable in respect
thereto.
Adjustment Date:
With respect to each
Adjustable Rate
Mortgage Loan, the
date set forth in the related Mortgage Note on which the Mortgage
Interest Rate
on such Adjustable
Rate Mortgage Loan is
adjusted in accordance with the terms
of the related Mortgage Note.
Agreement: This
Amended and Restated
Master Mortgage
Loan Purchase and
Servicing
Agreement
including all
exhibits, schedules, amendments and
supplements hereto.
Alternative Title
Product: A "short
form" title policy issued pursuant to
Seller's Underwriting
Guidelines in connection with a second lien Mortgage Loan
with a principal balance less than $200,000.
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 FNMA and FHLMC and the Financial
Institutions Reform,
Recovery, and Enforcement Act of 1989, 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 FNMA and FHLMC and the
Financial
Institutions Reform, Recovery, and Enforcement Act of 1989.
Assignment and
Conveyance:
An assignment
and conveyance of the
Mortgage
Loans purchased on a Closing Date in the form annexed hereto as
Exhibit 4.
Assignment of
Mortgage: With respect
to each Mortgage Loan which is not a
MERS Loan, 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
give record
notice of the sale of the Mortgage to the Purchaser.
Balloon Mortgage
Loan: A Mortgage Loan that provided on the date of
origination for an amortization schedule extending beyond its
maturity date.
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 a
Saturday or Sunday, or
a day on which
banking and savings
and loan institutions
in the State of
California
or the
State of New York are
authorized or
obligated by law or executive order to be
closed.
Cash-Out Refinancing: A Refinanced Mortgage Loan the proceeds of
which were
in excess of the principal balance of any existing first mortgage
on the related
2
<PAGE>
Mortgaged Property
and related
closing costs, and were used to pay any such
existing first mortgage, related closing costs and
subordinate mortgages on the
related Mortgaged Property.
Closing Date: The date
or dates on which the
Purchaser from time to
time
shall purchase and the Seller from time to time shall sell to the
Purchaser, the
Mortgage Loans listed on the related Mortgage Loan Schedule with
respect to the
related Mortgage Loan Package.
Closing Documents: With respect to any Closing Date, the documents
required
pursuant to Section 9.
Code: The Internal Revenue Code of 1986, or any successor statute
thereto.
Combined Loan-to-Value
Ratio or CLTV: With respect to any Mortgage Loan as
of any date
of determination, the ratio on such date of the outstanding
principal amount of
the Mortgage
Loan and any other
mortgage loan which is
secured by a lien on the related Mortgaged Property to the Appraised
Value of
the Mortgaged Property.
Commission or SEC: The United States Securities and Exchange
Commission.
Condemnation Proceeds: All awards, compensation and settlements in
respect
of a taking of all or part of a Mortgaged Property by exercise of the power
of
condemnation or the right of eminent domain.
Confirmation: With
respect to any Mortgage Loan Package purchased and sold
on any Closing Date, the letter agreement among the Purchaser,
the Servicer and
the Seller (including any exhibits, schedules and attachments
thereto), setting
forth the terms and conditions of such transaction and describing the Mortgage
Loans to be purchased by the Purchaser on such Closing Date. A
Confirmation may
relate to more than one Mortgage Loan Package to be purchased on one or more
Closing Dates hereunder.
Convertible Mortgage Loan: A Mortgage Loan that by its terms and
subject to
certain conditions contained in the related Mortgage or Mortgage
Note allows the
Mortgagor to convert the adjustable Mortgage Interest Rate on such
Mortgage Loan
to a fixed Mortgage Interest Rate.
Custodial Account: The separate account or accounts, each of which
shall be
an Eligible Account,
created and maintained
pursuant to this Agreement, which
shall be entitled
GreenPoint Mortgage Funding, Inc. as servicer, in trust for
the Purchaser and various Mortgagors, Fixed and Adjustable Rate
Mortgage Loans",
established at a
financial institution acceptable to the Purchaser. Each
Custodial Account shall be an Eligible Account.
Custodial Agreement: The agreement governing the retention of the
originals
of each Mortgage Note, Mortgage, Assignment of Mortgage and other
Mortgage Loan
Documents, annexed hereto as Exhibit 6.
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 therein provided.
3
<PAGE>
Cut-off Date: The first day of the month in which the related
Closing Date
occurs.
Deleted Mortgage
Loan: A Mortgage Loan replaced or to be replaced by
a
Qualified Substitute Mortgage Loan.
Depositor: The
depositor,
as such term is
defined in Regulation AB, with
respect to any Pass-Through Transfer.
Determination Date:
With respect to each Distribution Date, the fifteenth
(15th) day of the calendar month in which such Distribution Date occurs or, if
such fifteenth
(15th) day is not a
Business Day, the Business Day immediately
preceding such fifteenth (15th) day.
Distribution Date: The
eighteenth (18th) day of each month, commencing on
the eighteenth
day of 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 preceding such eighteenth (18th)
day.
Due
Date: With respect to each Mortgage Loan, the day of the calendar
month
on which each
Monthly Payment is due on such
Mortgage Loan (including the
Balloon Payment with respect to a Balloon Mortgage Loan),
exclusive of any
days
of grace.
Eligible Account:
Either (i) an account or accounts maintained with a
federal or
state chartered depository institution or trust company the
short-term unsecured
debt obligations of which (or, in the case of a depository
institution or trust
company that is the principal subsidiary of a holding
company, the
short-term unsecured debt obligations of such holding company)
are
rated A-1 by S&P or Prime-1 by Moody's (or a comparable rating
if another rating
agency is specified by the Initial Purchaser by written notice to
the Seller and
Servicer) at the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC or
(iii) a trust
account or accounts
maintained
with a federal or
state chartered
depository
institution or trust company acting in its fiduciary capacity.
Eligible Accounts
may bear interest.
Escrow Account:
The separate trust account or accounts created and
maintained pursuant
to this Agreement which shall be entitled "GreenPoint
Mortgage Funding,
Inc.", as servicer, in trust for the Purchaser and
various
Mortgagors, Fixed
and Adjustable Rate Mortgage Loans," established at a
financial institution acceptable to the Purchaser. Each Escrow Account shall be
an Eligible Account.
Escrow Payments: The amounts constituting ground rents, taxes,
assessments,
water charges, sewer
rents, Primary Insurance Policy premiums, fire and hazard
insurance premiums and
other payments
required to be escrowed by the Mortgagor
with the Mortgagee pursuant to the terms of any Mortgage Note or
Mortgage.
Event of Default: Any one of the events enumerated in Subsection
14.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
4
<PAGE>
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: Freddie Mac or any successor thereto.
Final Recovery
Determination: With
respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property
purchased by the
Seller pursuant to this Agreement), a determination made by the Servicer that
all Insurance
Proceeds, Liquidation
Proceeds and other
payments or recoveries
which the Servicer, in its reasonable good faith judgment, expects
to be finally
recoverable in respect
thereof have been so recovered. The Servicer shall
maintain records, prepared by a servicing officer of the Servicer,
of each Final
Recovery Determination.
Fixed Rate
Mortgage Loan: A Mortgage Loan with respect to which the
Mortgage Interest
Rate set forth in the
Mortgage Note is fixed for the term of
such Mortgage Loan.
Flood Zone Service
Contract: A
transferable contract
maintained for the
Mortgaged Property with a nationally recognized flood zone service
provider for
the purpose of
obtaining the current flood zone status relating to such
Mortgaged Property.
FNMA: Fannie Mae or any successor thereto.
Gross Margin: With
respect to any Adjustable Rate Mortgage Loan, the fixed
percentage amount
set forth in the related Mortgage Note and the related
Mortgage Loan Schedule
that is added to the
Index on each
Adjustment Date in
accordance with the
terms of the related
Mortgage Note to
determine the new
Mortgage Interest Rate for such Mortgage Loan.
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 Closing
Date: The Closing Date on which any Initial Purchaser
purchases and the Seller sells the first Mortgage Loan Package
hereunder.
Initial Purchaser:
Luminent Mortgage Capital, Inc., Maia Mortgage Finance
Statutory Trust and Mercury Mortgage Finance Statutory Trust, or any
successor
or assign.
Insurance Proceeds:
With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Liquidation
Proceeds:
Amounts, other
than Insurance Proceeds and
Condemnation Proceeds,
received 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 REO
Property.
5
<PAGE>
Loan-to-Value Ratio or
LTV: With respect to
any Mortgage
Loan as of any
date of determination,
the ratio on such date of the outstanding principal
amount of the Mortgage Loan, to the Appraised Value of the
Mortgaged Property.
Maximum Mortgage
Interest Rate: With respect to each Adjustable Rate
Mortgage Loan, a rate
that is set forth on the related Mortgage Loan Schedule
and in the related
Mortgage Note and is the maximum interest rate to which the
Mortgage Interest Rate
on such Mortgage Loan may be increased on any Adjustment
Date.
MERS: Mortgage
Electronic
Registration
Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or
any successor
thereto.
MERS(R) System:
The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN:
The Mortgage
Identification Number
of Mortgage Loans registered with
MERS on the MERS(R) System.
Minimum Mortgage
Interest Rate: With respect to each Adjustable Rate
Mortgage Loan, a rate
that is set forth on the related Mortgage Loan Schedule
and in the related
Mortgage Note and is the minimum interest rate to which the
Mortgage Interest Rate
on such Mortgage Loan may be decreased on any Adjustment
Date.
MOM
Loan: Any Mortgage
Loan where MERS acts
as the mortgagee of record of
such Mortgage Loan,
solely as nominee for
the originator of such Mortgage Loan
and its successors and assigns, at the origination thereof.
Monthly Payment: With
respect to any Mortgage Loan, the scheduled combined
payment (including any
Balloon Payment) of
principal and interest payable by a
Mortgagor under the related Mortgage Note on each Due Date.
Moody's: Moody's Investors Service, Inc. or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument
creating a first
lien on Mortgaged Property securing the Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan referred
to in Exhibit 5 annexed hereto, and any additional documents required to be
added to the Mortgage File pursuant to this Agreement or the related
Confirmation.
Mortgage Interest
Rate: With respect to each Fixed Rate Mortgage Loan, the
fixed annual rate of
interest provided for
in the related
Mortgage Note and,
with respect to each
Adjustable
Rate Mortgage Loan, the annual rate that
interest accrues on
such Adjustable
Rate Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note.
Mortgage Loan: Each first or second lien, residential mortgage loan,
sold,
assigned and
transferred to the
Purchaser pursuant to
this Agreement and
the
related Confirmation
and identified on the Mortgage Loan
Schedule annexed
to
this Agreement on such
Closing Date,
which Mortgage Loan includes without
6
<PAGE>
limitation the
Mortgage File, the Monthly Payments, Prepayment Charges,
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 13 hereto
pertaining to any Mortgage Loan.
Mortgage Loan
Package: The Mortgage Loans listed on a Mortgage Loan
Schedule, delivered
to the Custodian and the Purchaser at least five (5)
Business Days prior to
the related
Closing Date and attached to the related
Assignment and Conveyance on the related Closing Date.
Mortgage Loan
Schedule: With respect
to each Mortgage Loan
Package, the
schedule of
Mortgage Loans to be annexed to the related Assignment and
Conveyance on the related Closing Date for the Mortgage Loan
Package delivered
on such Closing
Date in electronic form, such schedule setting forth the
following information
with respect to each
Mortgage Loan in the
Mortgage Loan
Package: (1) the
Seller's Mortgage Loan identifying number; (2) the Mortgagor's
first and last name; (3) the street address of the Mortgaged
Property including
the state and zip code; (4) a code indicating whether the Mortgaged Property
is
owner-occupied; (5)
the type of Residential Dwelling constituting the Mortgaged
Property; (6) the
original months to maturity; (7) the original date of the
Mortgage Loan and the remaining months to maturity from the
Cut-off Date, based
on the original amortization schedule; (8) the Loan-to-Value Ratio or
Combined
Loan-to-Value Ratio at
origination;
(9) the Mortgage
Interest Rate in
effect
immediately following the Cut-off Date; (10) the date on which the
first Monthly
Payment was due on 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
Cut-off Date; (14) the last Due Date on which a Monthly
Payment was actually
applied to the unpaid Stated Principal Balance; (15) the
original principal
amount of the Mortgage Loan and with respect to second liens
the related first lien on the Mortgaged Property, if available;
(16) the Stated
Principal Balance of
the Mortgage Loan and
with respect to second
liens, the
original principal balance of the related first lien on the
Mortgaged
Property;
(17) with respect to each Adjustable Rate Mortgage Loan, the first
Adjustment
Date; (18) with respect to each Adjustable Rate Mortgage Loan, the
Gross Margin;
(19) a code indicating
the purpose of the loan (i.e., purchase financing,
Rate/Term Refinancing,
Cash-Out
Refinancing);
(20) with respect to each
Adjustable Rate
Mortgage Loan,
the Maximum
Mortgage Interest Rate under the
terms of the Mortgage Note; (21) with respect to each
Adjustable Rate
Mortgage
Loan, the Minimum
Mortgage Interest Rate
under the terms of the Mortgage Note;
(22) the Mortgage
Interest Rate at origination; (23) with respect to each
Adjustable Rate
Mortgage Loan, the Periodic Rate Cap; (24) with respect to each
Adjustable Rate Mortgage Loan, the first Adjustment Date
immediately
following
the Cut-off Date; (25)
with respect to each
Adjustable Rate Mortgage Loan, the
Index; (26) the date
on which the first Monthly Payment was due on the Mortgage
Loan and, if such date is not consistent with the Due Date currently in
effect,
such Due Date; (27) a
code indicating
the documentation style (i.e., full
(providing two years
employment
verification
- 2 years W-2's and
current pay
stub or 2 years 1040's for self employed borrowers), alternative or reduced);
(28) a code indicating
whether the Mortgage Loan is an Adjustable Rate Mortgage
Loan or a Fixed Rate Mortgage Loan; (29) the Appraised Value of the Mortgaged
Property; (30) the
sale price of the Mortgaged Property, if applicable; (31) a
code indicating
whether the Mortgage Loan is subject to a Prepayment Charge or
7
<PAGE>
penalty; (32) the term of any Prepayment Charge or penalty; (33)
with respect to
each MERS Mortgage Loan, the related MIN; (34) a code indicating if
the Mortgage
Loan is a Negative
Amortization Mortgage
Loan; (35) a code
indicating if the
Mortgage Loan is an
interest-only
Mortgage Loan and, if so, the term of the
interest-only period
of such Mortgage Loan; (36) a code indicating whether the
Mortgage Loan is a first or second lien; and (37) a code indicating
whether the
Mortgage Loan is a
Balloon Mortgage
Loan and, if so, the term of the Balloon
Mortgage Loan and the
amount of the
Balloon Payment scheduled to be due at
maturity assuming no
Principal Prepayments;
(38) a code indicating
whether a
borrower is a
non-resident alien;
(39) Reserved;
(40) Reserved;
(41) a code
indicating if the Mortgage Loan is subject to a Primary Insurance
Policy, and if
so, the insurer. With respect to the Mortgage Loan Package in the
aggregate, the
Mortgage Loan Schedule
shall set forth the
following information, as of the
related Cut-off
Date: (1) the number of Mortgage Loans; (2) the current
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.
Schedule I hereto
shall be supplemented as of each Closing
Date to reflect the addition of the Mortgage Loan Schedule with respect to the
related Mortgage Loan Package.
Mortgage Note: The original executed note or other evidence of the
Mortgage
Loan indebtedness of a Mortgagor.
Mortgaged Property:
The Mortgagor's real
property securing repayment of a
related Mortgage Note, consisting of a fee simple interest in a
single parcel of
real property improved by a Residential Dwelling.
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, the owner of the Mortgaged
Property and the
grantor or mortgagor
named in the related
Mortgage and such
grantor's or mortgagor's successor's in title to the Mortgaged
Property.
Negative Amortization:
With respect to each Negative Amortization Mortgage
Loan, that
portion of interest
accrued at the
Mortgage Interest
Rate in any
month that exceeds the
Monthly Payment on the
related Mortgage
Loan for such
month and which,
pursuant to the terms of the Mortgage Note, is added to the
principal balance of the Mortgage Loan.
Negative Amortization
Mortgage Loan: Each Mortgage Loan that is identified
on the Mortgage Loan Schedule as a Mortgage Loan that may be
subject to Negative
Amortization.
Officer's Certificate: A certificate signed by the Chairman of the
Board or
the Vice Chairman of
the Board or a President or a Vice President and by the
Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Person on behalf of whom such certificate is
being delivered.
Opinion of Counsel:
A written opinion of counsel, who may be salaried
counsel for the Person on behalf of whom the opinion is being
given, reasonably
acceptable to each Person to whom such opinion is addressed.
8
<PAGE>
Pass-Through Transfer:
Any transaction involving either (1) a sale or
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.
Payment Adjustment
Date: With respect to each Negative Amortization
Mortgage Loan, the date on which Monthly Payments shall be adjusted.
A Payment
Adjustment Date with
respect to a Negative
Amortization
Mortgage Loan shall
occur on each anniversary date of the first payment date for the
Mortgage Loan.
Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan and
any 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
Adjustable Rate
Mortgage Loan may increase (without regard to the Maximum
Mortgage Interest
Rate) or decrease
(without regard to the Minimum Mortgage
Interest Rate) on such Adjustment Date from the Mortgage Interest
Rate in effect
immediately prior to such Adjustment Date.
Person: An individual, corporation, limited liability company,
partnership,
joint venture,
association,
joint-stock
company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
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.
Primary Insurance
Policy: A policy of primary mortgage guaranty insurance
issued by a Qualified Insurer.
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
Charge, 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: The price paid on the related Closing Date by the
Purchaser
to the Seller pursuant to the related Confirmation in exchange for the
Mortgage
Loans purchased on such Closing Date as calculated as provided in
Section 4.
Purchaser: The
Initial Purchaser or the Person, if any, to which the
Initial Purchaser
has assigned its rights and obligations thereunder as
Purchaser with
respect to a Mortgage Loan, and each of their respective
successors and assigns.
Qualified
Correspondent: Any
Person from which the Seller purchased
Mortgage Loans,
provided that the following conditions are satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement
between the Seller
and
such Person that contemplated that such Person would underwrite
mortgage loans
from time to time, for
sale to the Seller,
in accordance with underwriting
guidelines designated by the Seller ("Designated Guidelines") or
guidelines that
9
<PAGE>
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 Seller within 180 days after origination; (iii) either (x) the Designated
Guidelines were, at
the time such Mortgage Loans were originated, used by the
Seller in origination
of mortgage loans of
the same type as the Mortgage Loans
for the Seller's own account or (y) the Designated Guidelines were, at the time
such Mortgage Loans were underwritten, designated by the Seller on a
consistent
basis for use by lenders in originating mortgage loans to be purchased by the
Seller; and (iv) the
Seller employed, at the time such Mortgage Loans were
acquired by
the Seller, 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
Seller.
Qualified Insurer:
An insurance
company duly qualified
as such under the
laws of the states in which the Mortgaged Property is located, duly authorized
and licensed in such states to transact the applicable insurance
business and to
write the insurance
provided, and approved
as an insurer by FNMA and FHLMC and
whose claims paying ability is rated in the two highest rating
categories by the
nationally recognized rating agencies with respect to primary
mortgage insurance
and in the two highest
rating categories
by Best's with respect
to hazard and
flood insurance.
Qualified Substitute
Mortgage Loan: A mortgage loan substituted for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which
must, on the
date of such
substitution, (i) have
an outstanding
principal balance,
after
application of all
scheduled payments of principal and interest
due during or
prior to the month of
substitution,
not in excess of the Stated Principal
Balance of the Deleted
Mortgage Loan as of
the Due Date in the calendar month
during which the
substitution occurs,
(ii) have a Mortgage
Interest Rate not
less than (and not more than one percentage point in excess of) the Mortgage
Interest 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 the same Due Date as the Due Date on
the
Deleted Mortgage Loan,
(v) have a
Loan-to-Value
Ratio, and in the case of a
second lien Mortgage
Loan, a Combined Loan-to-Value Ratio as of the date of
substitution equal
to or lower than the Loan-to-Value Ratio or Combined
Loan-to-Value Ratio of
the Deleted Mortgage
Loan as of such date, (vi) conform
to each representation
and warranty set forth in Subsection 7.02 of this
Agreement, (vii) be
the same type of mortgage loan (i.e. fixed or adjustable
rate with the same Gross Margin and Index as the Deleted Mortgage Loan) and
(viii) be covered under a Primary Insurance Policy if such
Qualified
Substitute
Mortgage Loan has a Loan-to-Value Ratio in excess of 80%. In the
event that one
or more mortgage loans are substituted for one or more Deleted
Mortgage Loans,
the amounts described
in clause (i) hereof shall be determined on the basis of
aggregate principal
balances, the Mortgage Interest Rates
described in clause
(ii) hereof
shall be determined on the basis of weighted average Mortgage
Interest Rates and
shall be satisfied as to each such mortgage loan, the terms
described in clause (iii) shall be determined on the basis of weighted
average
remaining terms to maturity, the Loan-to-Value Ratios, and in the
case of second
lien Mortgage Loans the Combined Loan-to-Value Ratios described in clause (v)
hereof shall be
satisfied as to each such mortgage loan and, except to the
extent otherwise provided in this sentence, the representations and warranties
described in
clause (vii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may
be.
10
<PAGE>
Rate/Term Refinancing:
A Refinanced
Mortgage Loan, the
proceeds of which
are not in excess of the existing first mortgage loan on the related
Mortgaged
Property and related
closing costs,
and were used
exclusively to satisfy
the
then existing first
mortgage loan of the Mortgagor on the related
Mortgaged
Property and to pay related closing costs.
Reconstitution: Any Pass-Through Transfer or Whole Loan
Transfer.
Reconstitution
Agreement: The
agreement or agreements entered into by the
Seller, the Servicer
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 a Pass-Through
Transfer as provided in Section 12.
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 a Whole Loan Transfer or Pass-Through
Transfer pursuant
to Section 12 hereof.
Record Date: With respect to each Distribution Date, the last Business Day
of the month
immediately preceding
the month in which such Distribution Date
occurs.
Refinanced Mortgage
Loan: A Mortgage
Loan the proceeds of
which were not
used to purchase the related Mortgaged Property.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. ss.ss.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
REMICs, which appear
in Sections 860A
through 860G of the Code, and related
provisions, and proposed, temporary and final regulations and
published rulings,
notices and
announcements
promulgated
thereunder, as the
foregoing may be in
effect from time to time.
REO
Account: The separate
trust account or accounts created and maintained
pursuant to this Agreement which shall be entitled "[SELLER], in trust for the
Purchaser, as of [date
of acquisition
of title],
Fixed and Adjustable Rate
Mortgage Loans".
REO
Disposition: The final sale by the Servicer of any REO
Property.
REO
Property: A Mortgaged
Property acquired as a result of the liquidation
of a Mortgage Loan.
Repurchase Price:
The Repurchase Price for any Mortgage Loan that is
required to be repurchased pursuant to Section 7.04 shall be equal
to the sum of
(i) the product of the Stated Principal Balance of such Mortgage Loan
times the
greater of
(x) the Purchase Price percentage as stated in the related
11
<PAGE>
Confirmation and (y) 100%, plus (ii) interest on such Stated
Principal Balance
at the Mortgage Interest Rate from and including the last Due Date
through which
interest has been paid by or on behalf of the Mortgagor to the day immediately
prior to the date of
repurchase (unless the
Mortgage Loan has been the subject
of a Pass-Through
Transfer, in which
case the measurement
date for accrual of
interest on such Stated Principal Balance shall be the first day of the
month
following the date of
repurchase),
less amounts received in respect of such
repurchased Mortgage
Loan which are being
held in the Custodial
Account for
distribution in connection with such Mortgage Loan, plus (iii) any
unreimbursed
servicing advances
and monthly advances (including nonrecoverable monthly
advances) and any unpaid servicing fees allocable to such
Mortgage Loan paid by
any party other than the Servicer, plus (iv) any costs and expenses
incurred by
the Purchaser, the
servicer, master
servicer or any
trustee in respect of the
breach or defect giving rise to the repurchase obligation including, without
limitation, any costs
and damages incurred by any such party in connection with
any violation by any such Mortgage Loan of any predatory or abusive
lending law.
Residential Dwelling:
Any one of the following: (i) a detached one-family
dwelling, (ii) a
detached two- to
four-family
dwelling, (iii) a one-family
dwelling unit
in a FNMA eligible condominium project, or (iv) a detached
one-family dwelling
in a planned unit development, none of which is a
co-operative, mobile or manufactured home.
Securities Act: The Securities Act of 1933, as amended.
Servicing Addendum:
The terms and conditions attached hereto as Exhibit 9,
which will govern the servicing of the Mortgage Loans. Servicing Advances: All
customary, reasonable
and necessary "out-of-pocket" costs and expenses incurred
by the Servicer in the performance of its servicing obligations,
including, but
not limited
to, the cost of (i) preservation, restoration and repair of a
Mortgaged Property, (ii) any enforcement or judicial proceedings
with respect to
a Mortgage Loan,
including foreclosure actions and (iii) the management and
liquidation of REO Property.
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 15 for
convenience of reference only. In the event of a conflict
or
inconsistency between
the terms of Exhibit
15 and the text of Item 1122(d) of
Regulation AB, the text of Item 1122(d) of Regulation AB shall
control.
Servicing Fee: With respect to each Mortgage Loan, the amount of
the annual
servicing fee the
Purchaser shall pay to the Seller,
which shall, for each
month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate and
(b) the unpaid principal balance of the Mortgage Loan. Such fee
shall be payable
monthly, computed
on the basis of the same principal amount and period
respectively 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 (including recoveries with respect to
interest from Liquidation Proceeds and other proceeds,
to the extent
permitted
by Section 11.05) of
related Monthly
Payment collected by the Seller,
or as
otherwise proved under
Section 11.05.
Servicing Fee Rate:
With respect to any
Mortgage Loan, the rate per annum set forth in the applicable
Confirmation.
12
<PAGE>
Servicing File:
With respect to each
Mortgage Loan, the
file retained by
the Seller consisting
of originals of all documents in the Mortgage File, which
are not delivered to the Purchaser, or the Custodian and copies of the
Mortgage
Loan Documents set forth in Exhibit 13 hereto.
S&P: Standard & Poor's Ratings Group or its successor in
interest.
Stated Principal
Balance: As to each Mortgage Loan as of any date of
determination, (i) the
principal balance of the Mortgage Loan as of the Cut-off
Date after giving
effect to payments of
principal received on or before such
date, minus (ii) all
amounts previously distributed to the Purchaser with
respect to the related
Mortgage Loan
representing
payments or
recoveries of
principal, plus (iii) the cumulative amount of any Negative
Amortization.
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
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 that are identified in Item
1122(d) of Regulation AB.
Sub-Servicing
Agreement: The written
contract between the Company and a
Subservicer relating
to servicing and
administration of certain Mortgage Loans
as provided in Section 11.30 of Exhibit 9 of this Agreement.
Tax
Service Contract: A transferable contract maintained for the
Mortgaged
Property with a tax
service provider for the purpose of obtaining current
information from local taxing authorities relating to such
Mortgaged Property.
Third-Party Originator: Each Person, other than a
Qualified Correspondent,
that originated Mortgage Loans acquired by the Seller.
Underwriting
Guidelines:
The Seller's
underwriting
guidelines
attached
hereto as Exhibit 14 as in effect with respect to the Mortgage
Loans purchased
by Purchaser on the Initial Closing Date, as may be amended,
supplemented
or
modified from time to time thereafter with prior written notice to the
Initial
Purchaser.
Whole Loan Transfer:
Any sale or transfer
of some or all of the
Mortgage
Loans, other than a Pass-Through Transfer.
13
<PAGE>
SECTION 2.
Agreement to
Purchase.
----------------------
The
Seller agrees to sell,
and the Purchaser agrees to purchase, from
time-to-time, Mortgage
Loans having an aggregate principal balance on the
related Cut-off Date in an amount as set forth in the related
Confirmation,
or
in such other amount as agreed by the Purchaser and the Seller as evidenced by
the actual aggregate
principal balance of the Mortgage
Loans accepted by
the
Purchaser on the related Closing Date.
SECTION 3. Mortgage
Loan Schedules.
------------------------
The
Seller shall deliver
the Mortgage Loan
Schedule for a
Mortgage Loan
Package to be purchased on a particular Closing Date to the Purchaser at least
five (5) Business Days prior to the related Closing Date.
SECTION 4. Purchase
Price.
--------------
The
Purchase Price for
each Mortgage Loan
listed on the related
Mortgage
Loan Schedule
shall be the percentage of par as stated in the related
Confirmation (subject
to adjustment
as provided
therein), multiplied by its
Stated Principal
Balance as of the
related Cut-off Date. If so provided in the
related Confirmation, portions of the Mortgage Loans shall be
priced separately.
In
addition to the Purchase Price as described above, the Initial
Purchaser
shall pay to the Seller, at closing, accrued interest on the Stated
Principal
Balance of each
Mortgage Loan as of
the related Cut-off
Date at its
Mortgage
Interest Rate, net of
the Servicing Fee, from the related Cut-off Date through
the day prior to the related Closing Date, both inclusive.
The
Purchaser shall own and be entitled to
receive with
respect to each
Mortgage Loan
purchased, (1) all
recoveries of principal collected after the
related Cut-off Date,
(2) all payments of interest on the Mortgage Loans net of
the Servicing
Fee; and (3) all Prepayment Charges on the Mortgage Loans
collected on or after the Cut-Off Date.
SECTION 5. Examination
of Mortgage Files.
------------------------------
In
addition to the rights granted to the Initial Purchaser under the
related Confirmation
to underwrite
the Mortgage Loans and
review the Mortgage
Files prior to the Closing Date, prior to the related Closing Date,
the Seller,
or Servicer, as applicable, shall, at the Purchaser's option
(a) deliver to the
Custodian in escrow,
for examination
with respect to each
Mortgage Loan to be
purchased on such
Closing Date, the related Mortgage File, including the
Assignment of
Mortgage, pertaining to each Mortgage Loan, or (b) make the
related Mortgage File available to the Initial Purchaser for examination at
the
Seller's offices or such other location as shall otherwise be
agreed upon by the
Initial Purchaser and
the Seller. Such
examination may be
made by the Initial
Purchaser or its
designee at any
reasonable
time before or after
the related
Closing Date.
If the Initial
Purchaser makes such examination prior to the
related Closing Date
and identifies
any Mortgage Loans
that do not conform to
the terms of the
related Confirmation
or the Underwriting Guidelines, such
Mortgage Loans may, at the Initial Purchaser's option, be rejected
for purchase
by the Initial
Purchaser.
If not purchased by the Initial Purchaser, such
Mortgage Loans shall
be deleted from the related Mortgage Loan Schedule. The
Initial Purchaser may, at its option and without notice to the
Seller, purchase
all or part of any
Mortgage Loan
Package without conducting any partial or
14
<PAGE>
complete examination.
The fact that the
Initial Purchaser has conducted or has
determined not to
conduct any partial or complete examination of the Mortgage
Files shall not
affect the
Initial Purchaser's (or any of its successors')
rights to demand
repurchase or other
relief or remedy provided for in this
Agreement.
SECTION 6. Conveyance
from Seller to Initial Purchaser.
-------------------------------------------
Subsection 6.01. Conveyance of Mortgage Loans; Possession of
Servicing
-----------------------------------------------------
Files.
------
The
Seller, simultaneously
with the payment of
the Purchase Price,
shall
execute and deliver to the Initial Purchaser an Assignment and
Conveyance with
respect to the related
Mortgage Loan
Package in the form
attached hereto as
Exhibit 4. The
Servicing File
retained by the
Servicer with respect to each
Mortgage Loan pursuant to this Agreement shall be appropriately identified in
the Servicer's
computer system to reflect clearly the sale of such related
Mortgage Loan to the Purchaser. The Purchaser shall be entitled to receive
all
Prepayment Charges
required to be paid by
a Mortgagor
under the terms of
any
Mortgage Loan.
The Servicer shall
release from its custody the contents of any
Servicing File
retained by it only in accordance with this Agreement, except
when such release is
required in connection with a repurchase of any such
Mortgage Loan pursuant to Subsection 7.03 or 7.04.
Subsection 6.02. Books and Records.
-----------------
Record title to each
Mortgage and the related Mortgage Note as of the
related Closing
Date shall be in the
name of the Seller,
the Servicer, the
Purchaser, the
Custodian or one or more designees of the Purchaser, as the
Purchaser shall designate. Notwithstanding the foregoing,
beneficial
ownership
of each Mortgage and
the related Mortgage
Note shall be vested
solely in the
Purchaser or the appropriate designee of the Purchaser,
as the case may be.
All
rights arising out of
the Mortgage
Loans including, but not limited to, all
funds received by the Seller after the related Cut-off Date on or in
connection
with a Mortgage Loan
as provided in Section 4 shall be vested in the Purchaser
or one or more
designees of the
Purchaser; provided,
however, that all such
funds received on or in connection with a Mortgage Loan as provided
in Section 4
shall be received and held by the Seller in trust for the benefit of the
Purchaser or the assignee of the Purchaser, as the case may be, as the owner
of
the Mortgage Loans pursuant to the terms of this Agreement.
It
is the express intention of the parties that the transactions
contemplated by this
Agreement be, and be
construed as, a sale of the Mortgage
Loans by the Seller and not a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller.
Consequently, the
sale of each Mortgage Loan shall be reflected as a sale on the
Seller's business
records, tax returns and financial statements.
Subsection 6.03.
Delivery of Mortgage Loan Documents.
-----------------------------------
The Seller or Servicer, as applicable, shall from time to time in
connection with each Closing Date, at least five (5) Business Days
prior to such
Closing Date, deliver and release to the Custodian those Mortgage
Loan Documents
set forth on
Exhibit 13 hereto with respect to each Mortgage Loan to be
15
<PAGE>
purchased and sold on
the related
Closing Date and set forth on the
related
Mortgage Loan Schedule delivered with such Mortgage Loan
Documents.
The
Servicer shall
provide to each of the
Purchaser and the Custodian a
notice containing a list of authorized servicing officers (each, an
"Authorized
Representative") for
the purpose of giving and receiving notices, requests and
instructions and
delivering
certificates and documents in connection with this
Agreement. Such notice
shall contain the specimen signature for each Authorized
Representative. From time to time, the Servicer may, by delivering
to the others
a revised notice,
change the
information
previously
given pursuant to this
Section, but each of
the parties hereto shall be entitled to rely conclusively
on the then current notice until receipt of a superseding
notice.
The
Custodian shall certify its receipt of all such Mortgage Loan
Documents
required to be
delivered pursuant to
this Agreement
for the related
Closing
Date, as evidenced by the Trust Receipt and Initial Certification of the
Custodian in the form annexed to the Custodial Agreement.
The Servicer shall
be
responsible for maintaining the Custodial Agreement. The fees and expenses of
the Custodian shall be paid by the Seller.
The
Seller shall forward to the Custodian original documents
evidencing an
assumption,
modification,
consolidation or
extension of any Mortgage Loan
entered into in
accordance
with this Agreement within two weeks of their
execution, provided, however, that the Seller shall provide the
Custodian with a
certified true copy of any such document submitted for recordation within two
weeks 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 one
hundred twenty (120) days of its submission for recordation. If such document
has not been received
after such 120 day
period, the Seller
shall deliver an
officer's certificate
to the Purchaser certifying that such failure was due
solely to (i) the
failure of the
applicable recorder's
office to return
such
document sent for
recording or (ii) the
failure of the title
insurer to issue
and deliver the original mortgagee title policy; provided that in any event,
Seller shall cause such document to be delivered to Purchaser
within six months
of its submission for
recordation or at the
Purchaser's option,
Seller shall
repurchase such Mortgage Loan from the Purchaser within two (2)
Business Days of
request at the Repurchase Price.
Subsection 6.04
Quality Control Procedures.
---------------------------
The
Seller shall 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 shall
include evaluating
and monitoring the overall quality of the Seller's
loan
production and the servicing activities of the Seller. The
program is to ensure
that the Mortgage Loans are originated and serviced in accordance
with Accepted
Servicing Standards
and the Underwriting
Guidelines; guard
against dishonest,
fraudulent, or
negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
16
<PAGE>
SECTION 7.
Representations,
Warranties
and Covenants of the Seller:
--------------------------------------------------------------
Remedies for Breach.
-------------------
Subsection 7.01. Representations and Warranties Respecting the
Seller.
----------------------------------------------------
(a)
The Seller represents,
warrants and covenants to the Initial Purchaser
and to any subsequent
Purchaser as of the Initial Closing Date and each
subsequent Closing
Date or as of such date specifically provided herein or in
the applicable Assignment and Conveyance:
(i) The Seller is a corporation duly organized, validly existing and
in
good standing
under the laws of New
York. The Seller 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 Seller by any such state, and in any event the Seller 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.
No licenses
or
approvals obtained by
the Seller have been
suspended or revoked by any
court, administrative
agency, arbitrator or governmental body and no
proceedings are
pending which might result in such suspension or
revocation;
(ii) The
Seller has the full power and authority 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. The Seller
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 the Seller, enforceable against it in accordance with its
terms except as the
enforceability thereof
may be limited by
bankruptcy,
insolvency or reorganization;
(iii) The
execution and delivery
of this Agreement by
the Seller and
the
performance of and compliance with the terms of this Agreement will
not
violate the Seller's
articles of
incorporation or by-laws or constitute a
default under or
result in a breach
or acceleration of, any material
contract, agreement or
other instrument to
which the Seller is a party or
which may be applicable to the Seller or its assets;
(iv) The Seller is not in violation of, and the execution and
delivery
of
this Agreement by the Seller 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
the Seller
or
its assets, which violation might have consequences that would
materially and adversely affect the condition (financial or otherwise) or
the operation of the
Seller or its assets or might have consequences that
would materially and
adversely affect the
performance of its
obligations
and
duties hereunder;
(v) The Seller is an
approved
seller/servicer for
FNMA and FHLMC in
good
standing and is a HUD
approved mortgagee
pursuant to Section
203 of
17
<PAGE>
the
National Housing Act. No event has occurred, including but not limited
to a
change in insurance
coverage, which would
make the Seller unable
to
comply with FNMA,
FHLMC or HUD
eligibility
requirements
or which would
require notification to FNMA, FHLMC or HUD;
(vi) The Seller 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;
(vii) The Mortgage Note, the Mortgage, the Assignment of Mortgage and
any
other documents
required to be delivered with respect to each Mortgage
Loan
pursuant to this
Agreement, have been
delivered to the Custodian all
in
compliance
with the specific requirements of this Agreement. With
respect to each
Mortgage Loan,
the Seller is in
possession of a complete
Mortgage File in
compliance with
Exhibit 5, except for such documents as
have
been delivered to the Custodian;
(viii) Immediately prior to the payment of the Purchase Price for
each
Mortgage Loan, the
Seller was the owner of record of the related Mortgage
and
the indebtedness
evidenced by the
related Mortgage Note
and upon the
payment of the
Purchase Price by the Purchaser, in the event that the
Seller retains record
title, the Seller
shall retain such record title to
each
Mortgage, each related
Mortgage Note and the
related Mortgage
Files
with
respect thereto in
trust for the
Purchaser as the owner
thereof and
only
for the purpose of servicing and/or supervising the servicing of
each
Mortgage Loan;
(ix) There are no actions or proceedings against, or investigations
of,
the Seller before any court, administrative agency or other tribunal
(A)
that might prohibit
its entering into this
Agreement, (B) seeking
to
prevent the
sale of the Mortgage Loans or the consummation of the
transactions
contemplated by this
Agreement or (C) that might prohibit or
materially and
adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this
Agreement;
(x) No consent,
approval, authorization or order of any court or
governmental agency or
body is required for
the execution,
delivery and
performance by the
Seller of, or
compliance
by the Seller with, this
Agreement or the
consummation of the
transactions
contemplated
by this
Agreement, except for such consents, approvals, authorizations or orders,
if
any, that have been obtained prior to the related Closing Date;
(xi) The consummation of the transactions contemplated by this
Agreement are in the
ordinary course of business of the Seller,
and the
transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages
by
the Seller
pursuant to this Agreement are not subject to the bulk
transfer or any similar statutory provisions;
(xii) The transfer of the Mortgage Loans shall be treated as a sale
on
the books and records
of the Seller, and the
Seller has determined
that,
and
will treat, the
disposition
of the Mortgage
Loans pursuant to this
Agreement for tax and
accounting
purposes as a sale. The Seller 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
the
Purchaser;
18
<PAGE>
(xiii) The
consideration received
by the Seller upon the sale of the
Mortgage Loans
constitutes fair
consideration and
reasonably
equivalent
value for such Mortgage Loans;
(xiv) The Seller is solvent and will not be rendered insolvent by the
consummation of the
transactions
contemplated hereby.
The Seller is not
transferring any Mortgage Loan with any intent to hinder,
delay or defraud
any
of its creditors;
(xv) The information
delivered by the
Seller to the
Purchaser with
respect to the Seller's loan loss, foreclosure and delinquency
experience
for
the twelve (12) months
immediately preceding
the Initial Closing Date
on
mortgage loans
underwritten to the same standards as the Mortgage Loans
and
covering mortgaged properties similar to the Mortgaged Properties, is
true
and correct in all material respects;
(xvi) Neither this
Agreement nor any written statement, report or
other document
prepared and
furnished or to be
prepared and furnished by
the
Seller pursuant to this Agreement or in connection with the
transactions
contemplated hereby contains any untrue statement of material
fact
or omits to state a material fact necessary to make the statements
contained herein or therein not misleading;
(xvii) The Seller will comply in all material respects with the rules
and
procedures
of MERS in
connection
with the servicing of
the Mortgage
Loans that are registered with MERS; and
(xviii) The Seller 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.
Subsection
7.02. Representations and Warranties Regarding
---------------------------------------------
Individual Mortgage Loans.
--------------------------
The
Seller hereby
represents and warrants to the Initial Purchaser and to
any subsequent
Purchaser that, as to each Mortgage Loan, as of the related
Closing Date for such Mortgage Loan:
(i) The information
set forth in the
related Mortgage Loan
Schedule
and
the mortgage loan data delivered to the Purchaser is complete, true
and
correct;
(ii) The Mortgage Loan
is in compliance
with all requirements set
forth in the related
Confirmation, and the
characteristics of the related
Mortgage Loan Package as set forth in the related Confirmation are
true and
correct;
(iii) All payments
required to be made up to the close of business on
the
Closing Date for such
Mortgage Loan under the terms of the
Mortgage
Note
have been made;
the Seller has not advanced 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 Note or
Mortgage; no
Mortgage Loan is thirty (30) or more days delinquent as of the
Closing Date
19
<PAGE>
and there has been no
delinquency, exclusive of any period of grace, in any
payment by the Mortgagor thereunder since the origination of the
Mortgage
Loan;
(iv) There are no delinquent taxes, ground rents, water charges,
sewer
rents, assessments,
insurance premiums, leasehold payments, including
assessments payable in
future installments or
other outstanding
charges
affecting the related Mortgaged Property;
(v) The terms of the
Mortgage Note and the Mortgage have not been
impaired, waived,
altered or modified in
any respect,
except by written
instruments,
recorded in
the applicable public recording office if
necessary to maintain
the lien priority of
the Mortgage,
and which have
been
delivered to the Custodian; the substance of any such waiver,
alteration or
modification
has been approved by the insurer under the
Primary Insurance
Policy, if any, and has been approved by the title
insurer, to the extent
required by the related policy, and is reflected on
the
related Mortgage Loan Schedule. No instrument of waiver,
alteration or
modification has been
executed, and no Mortgagor has been
released, in
whole or in
part, except in connection with an assumption agreement
approved by the insurer under the Primary Insurance Policy, if any, and
by
the
title insurer, to the extent required by the policy, and which
assumption agreement
has been delivered to
the Custodian and the terms of
which are reflected in the related Mortgage Loan Schedule;
(vi) 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. Each Prepayment Charge or penalty with
respect to any Mortgage Loan is permissible, enforceable and collectible
under applicable federal, state and local law;
(vii) All buildings
upon the Mortgaged Property are insured by an
insurer acceptable
to FNMA and FHLMC
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 polices
provide
coverage in an
amount not less than the greatest of (i) 100% of the
replacement cost of all improvements to the Mortgaged Property,
(ii) either
(A)
the outstanding
principal balance of the Mortgage Loan with respect to
each
first lien Mortgage
Loan or (B) with
respect to each second lien
Mortgage Loan, the sum of the outstanding principal balance of the
related
first lien
mortgage loan and the outstanding principal balance of the
second lien
Mortgage Loan, (iii) the amount necessary to avoid the
operation of any
co-insurance
provisions with
respect to the
Mortgaged
Property, and
consistent with the
amount that would have been required as
of
the date of origination in accordance with the Underwriting
Guidelines,
or
(iv) the amount
necessary to fully compensate for any damage or loss to
the
improvements
that are a part of
such property on a
replacement cost
basis. All such
insurance policies
contain a standard
mortgagee clause
naming the Servicer,
its successors and assigns as mortgagee and all
premiums thereon have
been paid. If the
Mortgaged Property is
in an area
20
<PAGE>
identified on a Flood Hazard Map or Flood Insurance Rate Map issued 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
Insurance
Administration is in
effect which policy
conforms to the
requirements of
FNMA
an FHLMC. 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 Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Any and all
requirements of any
federal, state or local law
including, without
limitation,
usury, truth in lending, real estate
settlement procedures,
predatory and abusive lending, consumer credit
protection, equal
credit opportunity, fair housing or disclosure laws
applicable to the
origination and
servicing of mortgage
loans of a type
similar to the
Mortgage Loans and
applicable
to any Prepayment Charge
associated with the Mortgage Loans at origination have been
complied with;
(ix) The Mortgage has not been satisfied, cancelled, 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 satisfaction,
cancellation, subordination, rescission or release;
(x) The Mortgage (including any Negative Amortization which may arise
thereunder) is a valid, existing and enforceable (A) first lien and
first
priority security
interest with respect to each Mortgage Loan which is
indicated by the
Seller to be a first lien (as reflected on the Mortgage
Loan
Schedule), or (B)
second lien and second priority security interest
with
respect to each Mortgage Loan which is indicated by the Seller to
be a
second lien (as reflected on the Mortgage Loan Schedule), in either case,
on
the Mortgaged
Property, including all improvements on the Mortgaged
Property subject only
to (a) the lien of current real property taxes and
assessments not
yet due and payable, (b) covenants, conditions and
restrictions, rights
of way, easements
and other matters of the public
record as of the date
of recording being
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 which
do
not adversely affect the Appraised Value of the Mortgaged Property,
(c)
with
respect to each Mortgage Loan which is indicated by the Seller to
be a
second lien Mortgage
Loan (as reflected on
the Mortgage Loan
Schedule) a
first lien on the Mortgaged Property; and (d) 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, existing and
enforceable first or second lien and first or second
priority security interest (in each case, as indicated on the
Mortgage Loan
Schedule) on the property described therein and the Seller 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 secure debt or other security instrument
creating a lien subordinate to the lien of the Mortgage;
21
<PAGE>
(xi) 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;
(xii) 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; (xiii) The
proceeds of the Mortgage Loan have been fully disbursed
to
or for the account of the Mortgagor and there is no obligation
for the
Mortgagee to
advance additional funds 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 have been paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due to the Mortgagee
pursuant
to
the Mortgage Note or Mortgage;
(xiv) The Seller is the sole legal, beneficial and equitable owner
of
the
Mortgage Note and the
Mortgage 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;
(xv) 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) in
compliance with any
and all applicable
"doing business" and licensing
requirements of the
laws of the state
wherein the Mortgaged
Property is
located;
(xvi) Each first lien Mortgage Loan and second lien Mortgage Loan
that
is
originated in
conjunction with the
related first lien Mortgage Loan is
covered by an American
Land Title
Association
("ALTA") lender's title
insurance policy
(which, in the case of
an Adjustable Rate
Mortgage Loan
has
an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
6.1)
acceptable to
Fannie Mae and Freddie Mac, issued by a title insurer
acceptable to Fannie
Mae and Freddie Mac and qualified to do business in
the
jurisdiction where the Mortgaged Property is located, insuring
(subject
to
the exceptions
contained in (x)(a) and (b), and with respect to any
second lien Mortgage
Loan (c), above) the Seller, its successors and
assigns as to the
first or second priority lien (as indicated on the
Mortgage Loan Schedule) of the Mortgage in the original principal
amount of
the
Mortgage Loan
(including,
if the Mortgage Loan
provides for Negative
Amortization, the
maximum amount of
Negative Amortization
in accordance
with
the Mortgage) and, with respect to any Adjustable Rate Mortgage Loan,
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 and Negative
Amortization
provisions of
the Mortgage Note. Additionally, such lender's title
insurance policy
affirmatively insures
ingress and egress to and from the
Mortgaged Property,
and against
encroachments
by or upon the
Mortgaged
Property or any
interest therein.
The Seller is the sole
insured of such
22
<PAGE>
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 the Seller, has done, by act or
omission, anything
which would impair the
coverage of such lender's title
insurance policy. Each second lien Mortgage Loan that was not
originated in
conjunction with the
related first lien Mortgage Loan is covered by an
Alternative Title Product.
(xvii) 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 the
Seller has not waived any default, breach, violation
or
event of acceleration.
With respect to each
second lien Mortgage
Loan
(i)
the first lien mortgage loan is in full force and effect, (ii)
there is
no
default, breach,
violation or event of acceleration existing under such
first lien mortgage or
the related mortgage
note, (iii) 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 thereunder, (iv) either (A) the first lien mortgage
contains a
provision which allows or (B) applicable law requires, the mortgagee under
the
second lien
Mortgage Loan to receive notice of, and affords such
mortgagee an
opportunity
to cure any default by payment in full or
otherwise under the
first lien mortgage,
(v) the related first
lien does
not
provide for or permit negative amortization under such first lien
Mortgage Loan, and (vi) either no consent for the Mortgage Loan is
required
by
the holder of the first lien or such consent has been obtained and is
contained in the Mortgage File;
(xviii) 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;
(xix) 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.
No
improvement
located on or being
part of the Mortgaged
Property is in
violation of any applicable zoning law or regulation,
subdivision
law or
ordinance;
(xx) The Mortgage
Loan was originated by the Seller, a Qualified
Correspondent or by 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, or by a mortgagee approved as
such
by the Secretary of HUD;
(xxi) Principal
payments on the
Mortgage Loan 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 which is not a Negative Amortization Loan, the
Mortgage
Note
is payable on the first day of each month in Monthly Payments,
which,
23
<PAGE>
in
the case of a Fixed Rate Mortgage Loan, are sufficient to fully
amortize
the
original principal
balance over the
original term thereof (other than
with
respect to a Mortgage
Loan identified
on the related
Mortgage Loan
Schedule as an interest-only Mortgage Loan during the
interest-only period
or a
Mortgage Loan which is identified on the related Mortgage Loan
Schedule as a Balloon
Mortgage Loan) and to pay interest at the related
Mortgage Interest
Rate, and, in the case of an Adjustable
Rate 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 (other
than with respect to a Mortgage Loan identified on the
related Mortgage Loan Schedule as an interest-only Mortgage Loan
during the
interest-only period
or a Mortgage Loan which is identified on the related
Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at
the
related Mortgage Interest Rate. With respect to each Negative
Amortization Mortgage
Loan, the related
Mortgage Note requires
a Monthly
Payment which is
sufficient
during the
period following each Payment
Adjustment Date, to fully amortize the outstanding principal balance as of
the
first day of such period (including any Negative Amortization) over
the
then
remaining term of such Mortgage Note and to pay interest at the
related Mortgage
Interest Rate;
provided, that the
Monthly Payment shall
not
increase to an amount that exceeds 107.5% of the amount of the
Monthly
Payment that was due
immediately
prior to the Payment
Adjustment
Date;
provided, further,
that the payment adjustment cap shall not be applicable
with
respect to the adjustment made to the Monthly Payment that occurs
in a
year
in which the Mortgage Loan has been outstanding for a multiple of
five
(5)
years and in any such year the Monthly Payment shall be adjusted to
fully amortize the Mortgage Loan over the remaining term. 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 ten
(10)
years (or such other 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 and to pay
interest at the
related Mortgage Interest Rate. With respect to each
Balloon Mortgage Loan,
the Mortgage Note requires a monthly payment which
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 requires a final Monthly Payment substantially greater than the
preceding monthly payment which is sufficient to repay the
remaining unpaid
principal balance
of the Balloon Mortgage Loan at the Due Date of such
monthly payment. The Index for each Adjustable Rate Mortgage Loan
is as set
forth on the Mortgage
Loan Schedule.
No Mortgage
Loan is a Convertible
Mortgage Loan. No Balloon Mortgage Loan has an original
stated maturity of
less
than seven (7) years;
(xxii) The origination, servicing and collection
practices used
with
respect to each Mortgage Note and Mortgage including, without limitation,
the
establishment,
maintenance
and servicing of the
Escrow Accounts
and
Escrow Payments, if any, since origination, 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 Seller and
any
predecessor servicer
in accordance with the terms of the Mortgage Note
and
Accepted Servicing Practices. With respect to escrow deposits and
Escrow Payments,
if any, all such
payments are in the
possession of, or
under the control
of, the Seller 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
24
<PAGE>
or
payments due the Seller have been capitalized under any Mortgage or the
related Mortgage Note
and no such escrow
deposits or Escrow
Payments are
being held by the Seller for any work on a Mortgaged Property which
has not
been
completed;
(xxiii) The Mortgaged
Property is free of
damage and waste and there
is
no proceeding pending for the total or partial condemnation
thereof;
(xxiv) The Mortgage and related Mortgage Note contain 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. 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. The
Mortgagor has
not
notified the Seller and the Seller has no knowledge of any relief
requested or
allowed to the
Mortgagor under the Servicemembers' Civil
Relief Act;
(xxv) The Mortgage Loan was underwritten in accordance with the
Underwriting
Guidelines in
effect at the time the Mortgage Loan was
originated, which
underwriting
guidelines
are generally acceptable to
prudent lenders in the secondary mortgage market; and the Mortgage
Note and
Mortgage are on forms acceptable to FNMA and FHLMC;
(xxvi) The
Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (x) above;
(xxvii) The
Mortgage File contains an appraisal of the related
Mortgaged Property
which satisfied the standards of FNMA and FHLMC, was on
appraisal form 1004 or
form 2055,
and if applicable, with an interior
inspection and was
made and signed, prior
to the approval of the Mortgage
Loan
application, by a
qualified appraiser,
duly appointed by the Seller,
who
had no interest, direct or indirect in the Mortgaged Property or in
any
loan
made on the security
thereof, whose
compensation is not
affected by
the
approval or
disapproval of the
Mortgage Loan and who
met the minimum
qualifications of FNMA
and FHLMC. 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;
(xxviii) 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;
25
<PAGE>
(xxix) Except
as set forth in the related Commitment Letter, no
Mortgage Loan 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;
(xxx) The Mortgagor
has executed a statement to the effect
that the
Mortgagor has received all disclosure materials required by applicable
law
with
respect to the making of fixed
rate mortgage loans in the case of
Fixed Rate Mortgage
Loans, and adjustable
rate mortgage loans in the case
of
Adjustable Rate Mortgage Loans and rescission materials with respect to
Refinanced Mortgage
Loans, and such statement is and will remain in
the
Mortgage File;
(xxxi) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating
the
trade-in or exchange of a Mortgaged Property;
(xxxii) The Seller 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 unacceptable investment, or cause the Mortgage Loan
to
become delinquent or adversely affect the value of the Mortgage
Loan;
(xxxiii) No Mortgage Loan had an LTV or CLTV at origination in excess
of
100%. Each Mortgage
Loan with an LTV at origination in excess of 80% is
and
will be subject to a Primary Insurance Policy, issued by a Qualified
Insurer, which
insures that portion
of the Mortgage Loan in excess of the
portion of the
Appraised Value of the
Mortgaged Property as required by
Fannie Mae.
With respect to any Mortgage Loan which allows Negative
Amortization, such
Primary Insurance
Policy contains
provisions to cover
the
potential Negative
Amortization of such
Mortgage Loan. All provisions
of
such Primary 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. Any Mortgage subject to any such Primary
Insurance Policy
obligates the
Mortgagor thereunder
to maintain such
insurance and to pay
all
premiums and charges in connection therewith. The Mortgage Interest
Rate for the Mortgage
Loan does not include any such insurance premium. No
Mortgage Loan is
subject to a lender paid primary mortgage insurance
policy;
(xxxiv) 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, have been made or obtained from
the
appropriate authorities;
(xxxv) No error,
omission,
misrepresentation,
negligence, fraud
or
similar occurrence
with respect to a
Mortgage Loan has taken place on the
part
of any person, including without limitation the Mortgagor, any
26
<PAGE>
appraiser, any builder
or 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;
(xxxvi) The Assignment of Mortgage is in recordable form, except for
the
name of the assignee
which is blank, and is
acceptable for
recording
under the laws of the
jurisdiction in which
the Mortgaged Property is
located;
(xxxvii) Any principal
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 lien of the
Mortgage securing the consolidated principal amount is expressly
insured as
having first or second (as indicated on the Mortgage Loan
Schedule) 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
FNMA or FHLMC. The
consolidated
principal amount does not exceed the
original
principal amount
of the Mortgage Loan plus any Negative
Amortization;
(xxxviii) If the Residential Dwelling on the Mortgaged
Property is a
condominium unit or a unit in a planned unit development (other than a de
minimis planned
unit development) such condominium or planned unit
development project meets the eligibility requirements of the
Underwriting
Guidelines, FNMA and FHLMC;
(xxxix) The
source of the down payment with respect to each Mortgage
Loan
has been fully verified by the Seller, where applicable;
(xl) Interest on each
Mortgage Loan is calculated on the basis of
a
360-day year consisting of twelve 30-day months;
(xli) The Mortgaged Property is in material compliance with all
applicable
environmental
laws pertaining
to environmental hazards
including, without
limitation,
asbestos, and neither the Seller nor the
related Mortgagor,
has received any
notice of any
violation or potential
violation of such law;
(xlii) The Seller shall, at its own expense, cause each Mortgage to
be
covered by a Tax Service Contract which is assignable to the
Purchaser or
its
designee; provided
however, that if the
Seller fails to purchase such
Tax
Service Contract, the Seller shall be required to reimburse the
Purchaser for
all costs and expenses incurred by the Purchaser in
connection with the purchase of any such Tax Service Contract;
(xliii) Each Mortgage Loan is covered by a Flood Zone Service
Contract
which is assignable to
the Purchaser or its designee or, for each Mortgage
Loan
not covered by such Flood Zone Service Contract, the Seller agrees to
purchase such Flood Zone Service Contract;
(xliv) No Mortgage
Loan is (a)(1) subject
to the provisions
of the
Homeownership and Equity Protection Act of 1994 as amended
("HOEPA") or (2)
has
an APR or total points
and fees that are equal to or exceeds the HOEPA
thresholds (as defined
in 12 CFR 226.32
(a)(1)(i) and (ii)),
(b) a "high
cost" mortgage loan,
"covered" mortgage loan, "high risk home" mortgage
27
<PAGE>
loan, or "predatory"
mortgage loan or any other comparable term, no matter
how
defined under any federal, state or local law, (c) subject to any
comparable federal,
state or local
statutes or regulations, or any other
statute or regulation
providing for heightened regulatory scrutiny or
assignee liability to
holders of such mortgage loans, or (d) a High Cost
Loan
or Covered Loan,
as applicable (as such terms are defined in the
current Standard & Poor's LEVELS(R) Glossary Revised, Appendix
E);
(xlv) No predatory, abusive, or deceptive lending practices,
including
but
not limited to, the extension of credit to a Mortgagor without regard
for
the Mortgagor's ability to repay the Mortgage Loan and the
extension of
credit to a Mortgagor which has no apparent benefit to the
Mortgagor, were
employed in connection
with the origination
of the Mortgage
Loan. Each
Mortgage Loan is in compliance with the anti-predatory lending eligibility
for
purchase requirements of the Fannie Mae Guides;
(xlvi) The
debt-to-income
ratio of the
related Mortgagor was not
greater than 60% at the origination of the related Mortgage
Loan;
(xlvii) No Mortgagor
was required to
purchase any credit
insurance
product (e.g., life, mortgage, disability, accident, unemployment
or health
insurance product)
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, mortgage, disability,
accident, unemployment
or health insurance
product) or debt
cancellation
agreement in
connection with 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;
(xlviii) The Mortgage
Loans were not
selected from the
outstanding
one-
to four-family
mortgage loans in the
Seller's portfolio as
to which
the
representations
and warranties
set forth in this
Agreement could be
made
at the related Closing Date in a manner so as to affect
adversely the
interests of the Purchaser;
(xlix) 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;
(l) The Mortgage Loan
complies with all
applicable consumer
credit
statutes and regulations;
(li) The information
set forth in the
Mortgage Loan
Schedule as to
Prepayment Charges is
complete, true and
correct in all material respects
and
each Prepayment Charge
is permissible,
enforceable and collectable in
accordance with its terms upon the Mortgagor's full and voluntary
principal
payment under applicable law;
28
<PAGE>
(lii) The Mortgage
Loan was not prepaid
in full prior to the Closing
Date
and the Seller has not received notification from a Mortgagor that a
prepayment in full shall be made after the Closing Date;
(liii) No Mortgage Loan is secured by cooperative housing,
commercial
property or mixed use property;
(liv) Each Mortgage Loan is eligible for sale in the secondary
market
or
for inclusion in a Pass-Through Transaction without unreasonable
credit
enhancement;
(lv) Except as set forth on the related Mortgage Loan Schedule,
none
of
the Mortgage Loans are subject to a Prepayment Charge. With respect to
any
Mortgage Loan that
contains a provision
permitting
imposition
of a
premium upon a prepayment prior to maturity: (a) the Mortgage Loan
provides
some
benefit to the
Mortgagor (e.g. a rate
or fee reduction) in
exchange
for
accepting such Prepayment Charge; (b) the Prepayment Charge was
adequately disclosed
to the Mortgagor
pursuant to
applicable
state and
federal law;
and (c) such
Prepayment
Charge shall not be
imposed in any
instance where the
Mortgage Loan is
accelerated or paid off in connection
with
the workout of a delinquent Mortgage or due to the Mortgagor's
default,
notwithstanding that
the terms of the Mortgage Loan or state or
federal law might permit the imposition of such Prepayment
Charge;
(lvi) The Seller 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
Seller has established
an anti-money laundering compliance program as
required by the Anti-Money Laundering Laws, has conducted the
requisite due
diligence in
connection with the
origination
of each Mortgage Loan for
purposes of the Anti-Money Laundering Laws, including with respect to the
legitimacy of the applicable Mortgagor and the origin of the assets
used by
the
said Mortgagor to purchase the Mortgaged Property, and maintains, and
will
maintain, sufficient
information to identify the applicable Mortgagor
for
purposes of the Anti-Money Laundering Laws. No Mortgage Loan is
subject
to
nullification pursuant
to Executive Order 13224 (the "Executive Order")
or
the regulations
promulgated by the
Office of Foreign Assets Control of
the
United States Department of the Treasury (the "OFAC Regulations")
or in
violation of the Executive Order or the OFAC Regulations,
and no Mortgagor
is
subject to the provisions of such Executive Order or the OFAC
Regulations nor
listed as a "blocked
person" for purposes of the OFAC
Regulations;
(lvii) 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 borrowers, 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;
(lviii) The methodology used in underwriting the extension of credit
for
each Mortgage Loan
employs objective
mathematical
principles
which
relate the Mortgagor's income, assets, liabilities and/or credit
history 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
29
<PAGE>
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;
(lix) With respect to
each Mortgage
Loan, the Seller has fully and
accurately furnished complete information (i.e., favorable and
unfavorable)
on
the related borrower
credit files to Equifax, Experian and Trans Union
Credit Information
Company, in accordance with the Fair Credit
Reporting
Act
and its implementing
regulations,
on a monthly
basis and,
for each
Mortgage Loan, the Seller will furnish, in accordance with the Fair
Credit
Reporting Act and its
implementing
regulations,
accurate and complete
information on its borrower credit files to Equifax,
Experian, and Trans
Union Credit Information Company, on a monthly basis;
(lx) All points and fees related to each Mortgage Loan were
disclosed
in
writing to the related
Borrower in accordance with applicable state and
federal laws and regulations;
(lxi) The Seller will transmit full-file credit reporting data for
each
Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and for
each
Mortgage Loan, Seller 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;
(lxii) With
respect to any Mortgage Loan which is secured by
manufactured housing, if such Mortgage Loans are permitted
hereunder, such
Mortgage Loan
satisfies the
requirements
for inclusion in residential
mortgage backed securities transactions rated by Standard
& Poor's Ratings
Services and such manufactured housing will be the principal
residence of
the
Mortgagor upon the
origination of the
Mortgage Loan. With
respect to
any
second lien Mortgage Loan, such lien is on a one- to four-family
residence that is (or
will be) the principal
residence of the
Mortgagor
upon
the origination of the second lien Mortgage Loan;
(lxiii) Each Mortgage Loan constitutes a "qualified
mortgage" under
Section
860G(a)(3)(A) of
the Code and Treasury Regulation Section
1.860G-2(a)(1);
(lxiv) No Mortgage
Loan is secured by
real property or
secured by a
manufactured home
located in the state of Georgia unless (x) such Mortgage
Loan
was originated prior to October 1, 2002 or after March 6, 2003, or
(y)
the
property securing the
Mortgage Loan is not,
nor will be, occupied
by
the Mortgagor as the
Mortgagor's principal
dwelling. No Mortgage Loan is a
"High Cost Home Loan"
as defined in the
Georgia Fair Lending Act, as
amended (the "Georgia Act"). Each Mortgage Loan that is a "Home
Loan" under
the
Georgia Act complies with all applicable provisions of the Georgia
Act.
No
Mortgage Loan secured by owner occupied real property or an owner
occupied manufactured
home located in the
State of Georgia was originated
(or
modified) on or after
October 1, 2002 through and including March 6,
2003;
(lxv) No Mortgage Loan is a "High-Cost" loan as defined under the New
York
Banking Law Section 6-1, effective as of April 1, 2003;
30
<PAGE>
(lxvi) No Mortgage
Loan (a) is
secured by
property located in the
State of New York; (b)
had an unpaid
principal balance at
origination of
$300,000 or less,
and (c) has an
application
date on or after
April 1,
2003, the terms of which Mortgage Loan equal or exceed either the
APR or
the
points and fees
threshold for
"high-cost home
loans", as defined
in
Section 6-1 of the New York State Banking Law;
(lxvii) No Mortgage
Loan is a "High Cost Home Loan" as defined in the
Arkansas Home Loan
Protection
Act effective July 16, 2003 (Act 1340 or
2003);
(lxviii) No Mortgage Loan is a "High Cost Home Loan" as defined in
the
Kentucky high-cost
loan statute
effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
(lxix) No Mortgage
Loan secured by
property located in
the State of
Nevada is a "home loan" as defined in the Nevada Assembly Bill No.
284;
(lxx) No Mortgage Loan is a "manufactured housing loan" or "home
improvement home loan"
pursuant to the New
Jersey Home Ownership
Act. No
Mortgage Loan is a
"High-Cost
Home Loan" or a
refinanced "Covered
Home
Loan," in each case,
as defined in the New Jersey Home Ownership Act
effective November 27, 2003 (N.J.S.A. 46;10B-22 et seq.);
(lxxi) No Mortgage Loan is a subsection 10 mortgage under the
Oklahoma
Home
Ownership and Equity protection Act;
(lxxii) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
New
Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat.
Ann.
ss.ss. 58-21A-1 et seq.);
(lxxiii) No Mortgage Loan is a "High-Risk Home Loan" as defined in
the
Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp.
Stat. 137/1 et seq.);
(lxxiv) No Loan that is secured by property located within the State
of
Maine meets the definition of a (i) "high-rate, high-fee" mortgage loan
under Article VIII,
Title 9-A of the Maine
Consumer Credit Code or (ii)
"High-Cost Home Loan"
as defined under the
Maine House Bill 383 L.D. 494,
effective as of September 13, 2003;
(lxxv) With respect to any Loan for which a mortgage loan
application
was
submitted by the Mortgagor after April 1, 2004, no such Loan
secured by
Mortgaged Property in
the State of Illinois which has a Loan Interest Rate
in
excess of 8.0% per annum has lender-imposed fees (or other charges) in
excess of 3.0% of the original principal balance of the Loan;
(lxxvi) No
Mortgage Loan is a "High Cost Home Mortgage Loan" as
defined in the Massachusetts Predatory Home Loan Practices Act,
effective
November 7, 2004
(Mass. Ann. Laws Ch.
183C). No Mortgage Loan secured by a
Mortgaged Property located in the Commonwealth of Massachusetts was
made to
pay
off or refinance an existing loan or other debt of the related
borrower
(as
the term "borrower" is
defined in the
regulations
promulgated by the
Massachusetts
Secretary of State in connection with Massachusetts House
31
<PAGE>
Bill
4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate
(that would be effective once the introductory rate expires, with respect
to
Adjustable
Rate Mortgage Loans) did or would not exceed by
more than
2.25% the yield on United States Treasury securities having comparable
periods of maturity to the maturity of the related Mortgage Loan as of the
fifteenth day of the
month immediately
preceding the month in which the
application for the
extension of credit was received by the related lender
or
(b) the Mortgage Loan
is an "open-end home
loan" (as such term is used
in
the Massachusetts
House Bill 4880 (2004)) and the related Mortgage Note
provides that the related Mortgage Interest Rate may not exceed at
any time
the
Prime rate index as published in The Wall Street Journal plus a margin
of
one percent, or (2) such Mortgage Loan is in the "borrower's
interest,"
as
documented by a
"borrower's
interest worksheet" for the particular
Mortgage Loan,
which worksheet incorporates the factors set forth in
Massachusetts House
Bill 4880 (2004) and the regulations promulgated
thereunder for determining "borrower's interest," and otherwise
complies in
all
material respects with the laws of the Commonwealth of
Massachusetts;
(lxxvii) No Loan is a
"High Cost Home Loan" as defined by the Indiana
Home
Loan Practices Act,
effective January 1,
2005 (Ind. Code Ann. ss.ss.
24-9-1 et seq.);
(lxxviii) The
Mortgagor has not made or caused to be made any payment
in
the nature of an
"average" or "yield spread premium" to a mortgage
broker or a
like Person which has not been fully disclosed to the
Mortgagor;
(lxxix) The
sale or transfer of the Mortgage Loan by the Seller
complies with all applicable federal, state, and local laws, rules, and
regulations governing such sale or transfer, including, without
limitation,
the
Fair and Accurate
Credit Transactions Act ("FACT Act") and the Fair
Credit Reporting
Act, each as may be amended from time
to time, and the
Seller has not received any actual or constructive notice of any identity
theft, fraud, or other
misrepresentation in
connection with such Mortgage
Loan
or any party thereto;
(lxxx) With respect to each MOM Loan, a MIN has been assigned by MERS
and
such MIN is accurately
provided on the
Mortgage Loan
Schedule. The
related Assignment of Mortgage to MERS has been duly and properly
recorded,
or
has been delivered for recording to the applicable recording
office;
(lxxxi) With
respect to each MOM
Loan, Seller has not
received any
notice of liens or legal actions with respect to such
Mortgage Loan and no
such
notices have been electronically posted by MERS;
(lxxxii) With respect to each Mortgage Loan, (i) if the related first
lien
provides for negative
amortization,
the CLTV was
calculated at the
maximum principal balance of such first lien that could result upon
application of such
negative amortization feature, and (ii) either no
consent for the
Mortgage Loan is
required by the holder of the first lien
or
such consent has been
obtained and is
contained in the Mortgage File;
and
(lxxxiii) No Mortgagor
agreed to submit to arbitration to resolve any
dispute arising
out of or relating in any way to the Mortgage Loan
transaction.
32
<PAGE>
(lxxxiv) No Mortgage Loan is subject to mandatory arbitration;
(lxxxv) No Mortgage Loan is secured by a lien on a "condo
hotel;"
(lxxxvi) The Mortgaged
Property consists of a 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 an individual unit
in a planned unit development.
None
of the Mortgaged
Properties are manufactured homes, log homes, mobile
homes, geodesic
domes or other unique
property types. No Mortgage Loan
finances builder inventory.
(lxxxvii) If the Mortgage Loan is secured by a long-term
residential
lease, (i) the lessor
under the lease holds
a fee simple interest
in the
land; (ii) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the
assignment of the lease without the lessor's consent
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 protections; (iii) 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 the lease in the
event of damage or destruction as long
as
the Mortgage is in
existence,
(C) prohibit the
holder of the Mortgage
from
being insured (or
receiving proceeds of
insurance) under the
hazard
insurance policy or policies relating to the Mortgaged Property (D) permit
any
increase in the rent other than pre-established increases set forth in
the
lease, (E) the original term of such lease is not less than the
term of
the
related Mortgage; (F) the term of such lease does not terminate
earlier
than
five years after the maturity date of the Mortgage Note, and (G) the
Mortgaged Property
is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential
properties is a
widely accepted practice.
(lxxxviii) All of the terms of the related Mortgage Note pertaining
to
interest
adjustments,
payment
adjustments and
adjustments
of the
outstanding principal balance, if any, are enforceable and such
adjustments
on
such Mortgage Loan
have been made
properly and in accordance with the
provisions of such Mortgage Loan, including any required notices,
and such
adjustments do not and will not affect the priority of the Mortgage
lien.
(lxxxix) For each fixed-rate Mortgage Loan, the Mortgage
contains an
enforceable provision,
to the extent not
prohibited by federal
law as of
the
date of such Mortgage,
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.
Subsection 7.03.
Remedies for Breach of Representations and Warranties.
------------------------------------------------------
It
is understood and
agreed that the
representations and
warranties set
forth in Subsections
7.01 and 7.02 shall survive the sale of the Mortgage Loans
to the Purchaser 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 lack of examination of
any Mortgage
33
<PAGE>
File. Upon
discovery by the Seller 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 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), or in the event that any
Mortgagor
fails to make the first payment due to the Purchaser following the
Closing Date,
the Seller shall give prompt written notice to the Purchaser.
Within sixty (60) days of the earlier of either discovery by the
Seller, or
notice to the Seller,
of any breach of a representation or warranty which
materially and
adversely affects the value of a Mortgage
Loan or the Mortgage
Loans or the Purchaser's interest in a Mortgage Loan or the
Mortgage Loans, the
Seller shall use its best efforts promptly to cure such breach in
all material
respects and,
if such breach cannot be cured, the Seller 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 Subsection 7.01 and such breach cannot be cured within 60 days
of the earlier
of either discovery by or notice to the Seller of such breach, all of the
Mortgage Loans shall, at the Purchaser's option, be repurchased by
the Seller at
the Repurchase
Price. The Seller shall, at the request of the Purchaser
and
assuming that
Seller has a Qualified
Substitute
Mortgage Loan, rather than
repurchase the
Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or
Loans; provided
that such substitution
shall be effected not later than 120 days after the
related Closing Date. If the Seller has no Qualified Substitute Mortgage Loan,
it shall repurchase
the deficient
Mortgage Loan. Any
repurchase of a Mortgage
Loan(s) pursuant to the foregoing provisions of this Subsection
7.03 shall occur
on a date designated
by the Purchaser and shall be accomplished by deposit in
the Custodial Account
of the amount of the Repurchase Price for distribution to
the Purchaser on the next scheduled Distribution Date.
At
the time of repurchase of any deficient Mortgage Loan, the
Purchaser and
the Seller shall arrange for the reassignment of the repurchased
Mortgage Loan
to the Seller
and the delivery to the Seller of any documents held by the
Custodian relating to the repurchased Mortgage Loan. In the event
the Repurchase
Price is deposited in the Custodial Account, the Seller shall, simultaneously
with such deposit,
give written notice to
the Purchaser that
such deposit has
taken place. Upon such
repurchase the related
Mortgage Loan Schedule
shall be
amended to reflect the
withdrawal of the
repurchased
Mortgage Loan from
this
Agreement.
As
to any Deleted
Mortgage Loan for which the Seller substitutes a
Qualified Substitute
Mortgage Loan or Loans, the Seller shall effect such
substitution by
delivering
to the Purchaser for such Qualified Substitute
Mortgage Loan or Loans
the Mortgage Note,
the Mortgage, the Assignment of
Mortgage and such other documents and agreements as are
set forth in Exhibit 13
hereto, with the
Mortgage Note endorsed as required therein. The Seller 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 will be retained by the
Seller. For the month
of substitution,
distributions
to the Purchaser will
include the Monthly
Payment due on such Deleted Mortgage Loan in the month of
substitution, and the
Seller shall thereafter be entitled to retain all amounts
subsequently received
by the Seller in respect of such Deleted Mortgage Loan.
The Seller shall give written notice to the Purchaser that such
substitution has
34
<PAGE>
taken place and shall amend the Mortgage Loan Schedule to reflect
the removal of
such Deleted Mortgage Loan from the terms of this Agreement and the
substitution
of the Qualified Substitute Mortgage Loan. Upon such substitution, such
Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms
of
this Agreement in all respects, and the Seller shall be deemed to
have made with
respect to such Qualified Substitute Mortgage Loan or Loans, as of the
date of
substitution, the
covenants,
representations
and warranties set forth in
Subsections 7.01 and 7.02.
For
any month in which the Seller substitutes one or more Qualified
Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Seller
will determine the amount (if any) by which the aggregate
principal balance of
all such Qualified
Substitute Mortgage
Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such Deleted
Mortgage
Loans (after
application of
scheduled principal
payments due in the
month of
substitution). An
amount equal to the
product of the amount of such shortfall
multiplied by the
Repurchase Price shall
be distributed
by the Seller in
the
month of substitution
pursuant to the Servicing Addendum. Accordingly, on the
date of such
substitution, the
Seller will deposit from its own funds into the
Custodial Account an amount equal to such amount.
It
is understood and agreed that the obligations of the Seller set
forth in
this Subsection 7.03 to cure, substitute for or repurchase a
defective Mortgage
Loan constitute
the sole remedies of
the Initial Purchaser
and any subsequent
Purchaser respecting a breach of the foregoing representations and
warranties.
Any
cause of action
against the Seller
relating to or arising
out of the
breach of any
representations and
warranties made in Subsections 7.01 or 7.02
shall accrue as to any
Mortgage Loan upon (i)
discovery of such
breach by the
Purchaser or notice thereof by the Seller to the Purchaser, and
(ii) demand upon
the Seller by the Purchaser for compliance with the relevant
provisions of this
Agreement, which demand shall be made by the Purchaser within
ninety days of the
discovery of such breach by the Purchaser.
In
addition to the foregoing, in the event that a breach of any
representation of the
Seller materially and
adversely affects the interests of
the Purchaser in any Prepayment Charge or the collectability of such
Prepayment
Charge, the Seller
shall pay the amount of the scheduled Prepayment Charge to
the Purchaser upon the payoff of any related Mortgage Loan.
Subsection 7.04.
Repurchase of Certain Mortgage Loans; Premium
---------------------------------------------
Protection.
-----------
(a)
In the event that (i) the first Due Date for a Mortgage Loan is prior
to the Cut-off Date and the initial Monthly Payment is not made by the
related
Mortgagor within
thirty (30) days of such Due Date or (ii)
the first Monthly
Payment on any Mortgage Loan due following the Cut-off Date is not
made by the
related Mortgagor within thirty (30) days of the related Due Date,
then, in each
such case, the Seller
shall repurchase the affected Mortgage Loans at the
Repurchase Price
within sixty (60)
Business Days
following receipt of
notice
from the Purchaser
of such payment default. The Seller shall notify the
Purchaser of any such default under this Subsection 7.04(a) within thirty (30)
days of any such
Mortgage Loan
becoming thirty (30) days delinquent. The
Seller's obligation to
repurchase such Mortgage Loan shall be conditioned upon
the Purchaser
providing written notice to the Seller within 90 days of such
payment default.
35
<PAGE>
(b)
In the event that any Mortgage Loan prepays-in-full within three (3)
months following the
related CZlosing Date,
Seller shall remit to
the Initial
Purchaser within thirty (30) Business Days following receipt of notice from the
Initial Purchaser of a prepayment-in-full, an amount equal to the
product of (i)
the excess of (A) the percentage of par as stated in the related
Confirmation as
the purchase price percentage (subject to adjustment as provided
therein) over
(B) 100%, times (ii) the outstanding principal balance of such Mortgage
Loan as
of the Cut-off Date. Such obligation to the Initial Purchaser shall survive any
sale or assignment of the Mortgage Loans by the Initial Purchaser to any third
party and shall be
independently
enforceable by the
Initial Purchaser. The
Seller's obligation to
remit premium shall be
conditioned
upon the Purchaser
providing written notice to the Seller within 90 days of such
prepayment.
(c)
In the event that any Mortgage Loan is repurchased pursuant to Section
7.03 or 7.04(a), in
addition to its obligations under Section 7.03 and 7.04(a),
Seller shall remit to
the Initial Purchaser
an amount equal to the
product of
(i) the excess of (A) the percentage of par as stated in the related
Confirmation as the purchase price percentage (subject to
adjustment as provided
therein) over (B) 100%, times (ii) the outstanding principal balance of such
Mortgage Loan as of
the date of
repurchase. Such
obligation
to the Initial
Purchaser shall
survive any sale or
assignment
of the Mortgage
Loans by the
Initial Purchaser to
any third party and shall be independently enforceable by
the Initial Purchaser.
Subsection 7.05.
Protection of Consumer Information.
----------------------------------
Both
the Purchaser
and the Company (i)
shall comply with any
applicable
laws and regulations regarding the privacy and security of Consumer
Information,
(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 Company, (iv)
shall maintain
adequate physical,
technical and administrative safeguards to protect Consumer
Information from
unauthorized
access, and (v) shall immediately notify the
Company of any actual or suspected breach of the confidentiality of Consumer
Information.
SECTION 8.
Closing.
-------
The
closing for each
Mortgage Loan Package shall take place on the related
Closing Date.
At the Purchaser's option, 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 each Closing Date
shall be subject to each of the following conditions:
(a)
all of the
representations and
warranties
of the Seller
under this
Agreement shall be
true and correct in all material respects as of the related
Closing Date and no event shall have occurred which, with reasonable notice to
the Seller,
or the passage of time, would constitute a default under this
Agreement;
(b)
the Initial Purchaser shall have received, or the Initial Purchaser's
attorneys shall have received in escrow, all Closing Documents as specified in
36
<PAGE>
Section 9, 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;
(c)
the Seller shall have
delivered and released to the Custodian all
documents required pursuant to this Agreement; and
(d)
all other terms
and conditions of this Agreement shall have been
complied with.
Subject to the foregoing conditions, the Initial Purchaser shall
pay to the
Seller on the related
Closing Date the Purchase Price, plus accrued interest
pursuant to Section 4, by wire transfer of immediately available funds to the
account designated by the Seller.
SECTION 9. Closing
Documents.
------------------
(a)
On or before the
Initial Closing
Date, the Seller or Servicer, as
applicable, shall
submit to the Initial
Purchaser fully executed originals of
the following documents:
1. this Agreement, in four counterparts;
2. a Custodial
Account Letter Agreement in the form attached as
Exhibit 7 hereto;
3. as Escrow Account Letter Agreement in the form attached as
Exhibit
8
hereto;
4. a Seller's
Officer's Certificate, in the form of Exhibit 1-A
hereto, including all attachments thereto;
5. an Servicer's
Officer's Certificate, in the form of Exhibit 1-B
hereto, including all attachments thereto;
6. an Opinion of
Counsel to the Seller and Servicer, in the form of
Exhibit 2 hereto; and
7. the Underwriting Guidelines.
(b)
The Closing Documents
for the Mortgage
Loans to be purchased
on each
Closing Date
shall consist of fully executed originals of the following
documents:
1. the related Confirmation;
2. the related Mortgage Loan Schedule;
3. a Custodian's Trust Receipt and Initial Certification,
as required
under the Custodial Agreement, in a form acceptable to the Initial
Purchaser;
4. an Officer's
Certificate,
in the form of Exhibit 1-A hereto,
including all attachments thereto;
37
<PAGE>
5. an Servicer's
Officer's Certificate, in the form of Exhibit 1-B
hereto, including all attachments thereto;
6. if requested by the Initial Purchaser, an Opinion of Counsel to
the
Seller, in the form of Exhibit 2 hereto;
7. a Security Release
Certification, in the
form of Exhibit 3 hereto
executed by any Person, as requested by the Initial
Purchaser,
if any of
the
Mortgage Loans has at
any time been subject to any security interest,
pledge or hypothecation for the benefit of such Person;
8. a certificate or other evidence of merger or change of name,
signed
or
stamped by the applicable regulatory authority, if any of the Mortgage
Loans were acquired by
the Seller by merger or acquired or originated by
the
Seller while
conducting business
under a name other
than its present
name, if applicable;
9. any modifications,
amendments or
supplements to the
Underwriting
Guidelines following the Initial Closing Date; and
10. an Assignment and Conveyance in the form of Exhibit 4 hereto;
and
11. In addition, to
the extent that the
Underwriting
Guidelines are
modified, amended or supplemented at any time following the Initial
Closing
Date, the Seller shall
notify the Purchaser of such change and provide the
Purchaser a copy in
both electronic
and hard copy of such
modification,
amendment or supplement no later than five (5) Business Days
following the
effective date of such modification, amendment or supplement.
SECTION 10.
Costs.
-----
The
Purchaser shall pay any commissions due its salesmen, recording fees
and the legal fees and expenses of its attorneys. All other costs and expenses
incurred in connection
with the transfer
and delivery of the
Mortgage Loans,
including
without
limitation, fees
for title policy endorsements and
continuations and the Seller's attorney's fees, shall be paid by
the Seller.
SECTION 11.
Servicer's Servicing Obligations.
---------------------------------
The
Seller, as independent contract servicer, shall service and administer
the Mortgage Loans directly or through one or more Subservicers, in accordance
with the terms and
provisions set forth in the Servicing Addendum attached as
Exhibit 9, which
Servicing Addendum is
incorporated
herein by reference.
In
addition, with respect to any Mortgage Loan that is not subject to
an assignable
"life of loan" Flood Zone Service Contract or Tax Service Contract as of the
related Closing Date,
the Servicer shall pay the cost incurred by the Purchaser
or its designee to obtain such a contract.
38
<PAGE>
SECTION 12. Removal of
Mortgage Loans from Inclusion under This Agreement
--------------------------------------------------------------
Upon a Whole Loan Transfer or a Pass-Through Transfer on
One
--------------------------------------------------------------
or More Reconstitution Dates.
-----------------------------
The
Seller and the Initial Purchaser agree that with respect to some or
all
of the Mortgage Loans, the Initial Purchaser may effect either:
(1)
one or more Whole Loan Transfers; and/or
(2)
one or more Pass-Through Transfers.
A.
Whole Loan Transfers
or Pass-Through
Transfers.
With respect to
each
Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered
into
by the Initial Purchaser, the Seller agrees:
(1) to cooperate fully with the Purchaser an any prospective
purchaser with
respect to all reasonable requests and due
diligence procedures
including participating in meetings with
rating agencies,
bond insurers and such other parties as the
Purchaser shall
designate and participating in meetings with
prospective purchasers of the Mortgage Loans or interests
therein
and providing
information
reasonably
requested
by such
purchasers;
(2) to execute
all Reconstitution Agreements, including, without
limitation, an
Assignment, Assumption
and Recognition Agreement
in the form attached hereto as Exhibit 10 and an Indemnification
Agreement in the form
attached hereto as Exhibit 11, provided
that each of the Seller and the Purchaser is given an
opportunity
to review and
reasonably negotiate
in good faith the content of
such documents
not specifically referenced or provided for
herein;
(3) to comply with the Foreclosure Rights provisions set forth in
Exhibit 18;
(4) with respect to
any Whole Loan Transfer or Pass-Through Transfer,
the Seller
shall make as of the Reconstitution Date (i) the
representations and
warranties
contained
in this Agreement
regarding the Seller
and the Mortgage Loans, (ii) such other
reasonable and mutually agreeable representations, warranties
and
covenants which
in form and substance conform to the
representations and warranties in this Agreement and to
secondary
market standards for securities backed by mortgage loans
similar
to the Mortgage Loans, (iii) such reasonable and mutually
agreeable provisions
with regard to servicing responsibilities,
investor reporting,
segregation
and deposit of
principal and
interest payments, custody of the Mortgage Loans, (iv) such
other
covenants as may
reasonably be required by the Purchaser and (v)
such
other representations and warranties and covenants as may be
required by one or more nationally recognized rating agencies
for
"AAA" rated mortgage pass-through transactions, modified to the
extent necessary to accurately reflect the pool statistics of
the
Mortgage Loans as of
the date of such Whole
Loan Transfer or
39
<PAGE>
Pass-Through Transfer
and any events or
circumstances
existing
subsequent to the related Closing Date(s);
(5) to deliver to the
Purchaser, and to any
Person designated by the
Purchaser, such legal
documents and in-house Opinions of Counsel
as are customarily delivered by originators or servicers,
as the
case may be, and
reasonably determined
by the Purchaser to be
necessary in connection with Whole Loan Transfers or
Pass-Through
Transfers, as the case
may be, such in-house Opinions of Counsel
for a Pass-Through Transfer to be in the form reasonably
acceptable to the Purchaser, it being understood that the cost
of
any opinions of outside special counsel that may be
required for
a Whole Loan Transfer or Pass-Through Transfer, as the case may
be, shall be the responsibility of the Purchaser;
(6) in the event that the Mortgage Loans become subject to a
Pass-Through Transfer,
the Seller agrees to service the Mortgage
Loans on a
scheduled/scheduled
basis, or actual/actual basis as
agreed to by the Seller and Purchaser, including, if applicable,
making advances of delinquent scheduled payments of principal
and
interest through
liquidation (unless
deemed by Seller likely to
be non-recoverable) and paying compensating interest with
respect
to prepayment interest
shortfalls (to the
extent of the monthly
servicing fee payable thereto).
(7) in connection with any Pass-Through Transfer, to
deliver to the
Purchaser within 5
Business Days after request by the Purchaser,
the information
with respect to the
Seller (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 16 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;
Notwithstanding the preceding sentence, the Company shall not be
required
to provide Static Pool Information regarding cumulative losses with respect
to
any mortgage loans
originated prior to
January 1, 2006, if such information is
unknown or unavailable to the Company without unreasonable effort or expense;
provided however,
that the Company will
provide a certificate to the Purchaser
or any Depositor showing that such information is not available without
unreasonable effort or expense
(8) within 5 business
days after request by the Purchaser, the Seller
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)
[serviced by the Seller or any Third Party Originator]
originated
by (i) the Seller,
if the Seller is an
originator
of Mortgage
Loans (including
as an acquirer of Mortgage Loans from a
Qualified
Correspondent), and/or (ii) each Third-Party
40
<PAGE>
Originator. Such Static Pool Information shall be prepared by
the
Seller (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; provided, however, the
Seller shall not be required to provide Static Pool Information
regarding cumulative
losses with respect to
any mortgage loans
originated prior to
January 1, 2006, if such information is
unknown or unavailable to the Seller without unreasonable effort
or expense; provided
however, that the Seller will provide a
certificate to the
Purchaser or any Depositor showing that such
information is not
available without unreasonable effort or
expense. To the extent that there is reasonably available to the
Seller (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 Seller, 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. With
respect to those
Mortgage Loans that
were sold to the Purchaser
pursuant to this
Agreement, the
Purchaser shall, to
the extent
consistent with
then-current
industry
practice, cause the
Servicer of another party to be obligated to provide
information,
in the form customarily provided by such servicer or other
party
(which need not be
customized for Seller)
with reapect to the
Mortgage Loans reasonably necessary for the Seller to comply
with
its obligations
under
Regulation
AB, including, without
limitation, providing the Seller Static Pool Information;
(9) to deliver to the
Purchaser within 5
Business Days after request
by the Purchaser,
information
with respect to the Seller (as
servicer) as required by Item 1108(b) and (c) of the
Regulation
AB as determined by the Purchaser in its sole discretion.
In the
event that
the Seller has delegated any servicing
responsibilities
with respect
to the Mortgage Loans to a
subservicer, the
Seller shall provide the information required
pursuant to this clause with respect to the subservicer;
(10) in connection
with any Pass-Through Transfer, to deliver to
the Purchaser
within 5 Business Days after request by the
Purchaser,
41
<PAGE>
