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Exhibit 99.11(e)
EXECUTION COPY
SERVICING RIGHTS PURCHASE AGREEMENT
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This Servicing Rights Purchase Agreement ("Agreement") is
entered
into as of April 17, 2006, by and between CENTRAL MORTGAGE COMPANY,
an
Arkansas corporation (the "Servicer"), and MORGAN STANLEY MORTGAGE
CAPITAL
INC., a New York corporation (the "Seller").
WHEREAS, the Seller has purchased from various originators
certain
conventional, residential, adjustable rate first lien mortgage
loans described
on Exhibit A hereto (the "Mortgage Loans") on a servicing released
basis,
which Mortgage Loans have an aggregate unpaid principal balance
of
approximately $620,382,979.38 as of March 31, 2006.
WHEREAS, GMAC Mortgage Corporation ("GMAC" or "Interim
Servicer")
is presently acting as servicer of the Mortgage Loans on behalf of
the Seller
pursuant to the Servicing Agreement, dated as of May 20, 2005, and
the First
Amended and Restated Servicing Agreement, dated as of January 1,
2006, each
between the Seller and GMAC and attached as Exhibit B hereto (in
each case,
the "GMAC Servicing Agreement" or "Servicing Agreement");
WHEREAS, the Seller has sold the Mortgage Loans and assigned
the
Servicing Agreement to certain trusts in connection with
various
Securitization Transfers; and
WHEREAS, the Seller desires to sell, transfer and assign to the
Servicer all of its right, title and interest in and to the
servicing rights
related to the Mortgage Loans (the "Servicing Rights") and the
Servicer
desires to purchase and assume all right, title and interest in and
to such
Servicing Rights from the Seller; and the parties desire to provide
the terms
and conditions of such servicing by the Servicer.
NOW, THEREFORE, in consideration of the mutual premises and
agreements set forth herein and for other good and valuable
consideration, the
receipt and the sufficiency of which are hereby acknowledged, the
parties
hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms
defined in the Flow Servicing Rights Purchase and Servicing
Agreement, dated
as of July 25, 2005 (the "Purchase and Servicing Agreement"),
between the
Seller and the Servicer, are used herein as therein defined.
2. Sale and Purchase of Servicing Rights.
The Seller, simultaneously with the execution and delivery of
this
Agreement, does hereby sell, transfer, assign, set over and convey
to the
Servicer from and after April 17, 2006 (the "Sale Date"), without
recourse,
but subject to the terms of this Agreement and the applicable
Servicing
Agreement, as amended, all right, title and interest of the Seller
in and to
the Servicing Rights.
The Servicer does hereby assume from and after the Sale Date,
without recourse, but subject to the terms of this Agreement, all
right, title
and interest of the Seller in and to the related Servicing Rights.
In
addition, the Servicer assumes all obligations of the Seller
and
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related Interim Servicer with respect to the related Servicing
Rights and
agrees to service the Mortgage Loans pursuant to the related
Servicing
Agreement, as amended. In connection with the purchase of the
Servicing Rights
hereunder, the Servicer agrees to execute an assignment and
recognition
agreement substantially in the form attached hereto as Exhibit
C.
3. Servicing Rights Purchase Price; Payment of Servicing Rights
Purchase Price.
In full consideration for the transfer and sale of Servicing
Rights on the Sale Date, Servicer shall pay to Seller an amount
equal to the
related loan type applicable percentage established on the pricing
matrix of
the Forward Bulk Servicing Offering attached as Exhibit D hereto
(the
"Servicing Rights Purchase Price Percentage") multiplied by the
aggregate
unpaid principal balance of the Mortgage Loans as of the Sale Date
or other
mutually agreed cut-off date.
The Servicing Rights Purchase Price for the Servicing Rights
purchased on the Sale Date shall be paid by the Servicer to the
Seller as
follows:
(i) an amount equal to fifty percent (50%) of the Servicing
Rights Purchase Price shall be paid by Servicer to Seller on the
Sale Date
(such portion of the Servicing Rights Purchase Price to be based
upon the
aggregate unpaid principal balance of the Mortgage Loans as of the
Sale Date
or other mutually agreed cut-off date); and
(ii) the remainder of the Servicing Rights Purchase Price shall
be paid by the Servicer to the Seller no later than seven (7)
Business Days
after the servicing transfer date, which is expected to be either
June 1, 2006
or July 1, 2006 (the "Transfer Date") and receipt of the related
Escrow
Payments.
4. Conveyance of Servicing Rights.
Upon the terms and subject to the conditions of this Agreement
and
the related Servicing Agreement, as amended, Seller shall, on the
Transfer
Date, sell and assign to Servicer, and Servicer shall purchase and
assume from
Seller, (i) all beneficial right, title, interest and obligation of
Seller in
and to the specific Servicing Rights to the Mortgage Loans
identified on
Exhibit A hereto; and all rights related thereto, (ii) the Monthly
Advances
and Servicing Advances, (iii) the Custodial Funds and Escrow Funds,
(iv) the
Servicing Files, (v) the exclusive right to enter into arrangements
that
generate, or to otherwise receive, Ancillary Income.
The Servicer shall reimburse the Seller or the applicable
Interim
Servicer the amount of all unreimbursed Monthly Advances made by
such Interim
Servicer prior to the Transfer Date in accordance with the
Servicing Transfer
Instructions. From and after the Sale Date until the Transfer Date,
the
Servicer shall be entitled to all Servicing Fees less $5.00 per
month per
Mortgage Loan. Such Servicing Fees shall be paid to the Servicer
five Business
Days after the May 18, 2006 remittance. From and after the Transfer
Date, the
Servicer shall be entitled to all Servicing Fees to the extent such
amounts
are payable to it as successor servicer pursuant to the terms of
the Servicing
Agreement.
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5. Servicing Transfer Instructions.
In connection with the transfer of Servicing Rights from Seller
to
Servicer pursuant to this Agreement, Seller and Servicer shall
follow the
Servicing Transfer Instructions described in the Purchase and
Servicing
Agreement. Seller shall use reasonable efforts to cause the related
Interim
Servicer to comply with the Servicing Transfer Instructions and the
servicing
transfer provisions set forth in each applicable Servicing
Agreement and to
take all steps reasonably necessary or appropriate to effectuate
and evidence
the transfer of the servicing of the related Mortgage Loans to
Servicer.
6. Servicer to Act as Servicer.
From and after the Transfer Date, the Servicer hereby agrees to
service the Mortgage Loans pursuant to the terms of the Servicing
Agreement,
as amended, and shall service and administer each Mortgage Loan and
have the
power and authority to do any and all things in connection with
such servicing
and administration which the Servicer may deem necessary or
desirable
consistent with the terms of the related Servicing Agreement.
7. Representations and Warranties.
Each of the Seller and the Servicer hereby makes the
representations and warranties set forth in Articles X and XI of
the Purchase
and Servicing Agreement on the date hereof as if such
representations and
warranties were explicitly stated herein.
8. Servicer Information.
With respect to the sale contemplated hereby, the Servicer
agrees,
that no later than June 14, 2006, the Servicer shall provide to the
Seller, in
writing and in form and substance reasonably satisfactory to the
Seller , the
information and materials specified on Exhibit F hereto. The
Servicer shall
provide to the Seller (i) any and all information and appropriate
verification
of the information on Schedule A which may be reasonably available
to the
Servicer or its affiliates, whether through letters of its auditors
and
counsel or otherwise, as the Purchaser or any such other
participant shall
reasonably request; and (ii) such reasonable and additional
representations,
warranties, covenants, opinions of counsel, letters from auditors,
and
certificates of public officials or officers of the Servicer as are
reasonably
believed necessary by the Purchaser or any such other
participant.
Servicer hereby agrees to indemnify the Seller, Morgan Stanley
Capital I Inc. and each Person who controls them and their
respective present
and former directors, officers, employees and agents, and hold each
of them
harmless from and against any losses, damages, penalties, fines,
forfeitures,
legal fees and expenses and related costs, judgments, and any other
costs,
fees and expenses that each of them may sustain arising out of or
based upon
any untrue statement or alleged untrue statement of a material fact
contained
in the information provided by the Servicer as required by the
preceding
paragraph regarding the Servicer or the Servicer's servicing
practices set
forth in any offering document or otherwise filed with the
Securities and
Exchange Commission.
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9. Indemnification.
(a) The Servicer agrees to indemnify and hold harmless the
Seller and its affiliates and their respective present and former
directors,
officers, employees and agents and each person, if any, who
controls the
Seller or such affiliate within the meaning of either Section 15 of
the
Securities Act of 1933, as amended (the "1933 Act"), or Section 20
of the
Securities Exchange Act of 1934, as amended (the "1934 Act"),
against any and
all losses, claims, damages or liabilities, joint or several, to
which they or
any of them may become subject under the 1933 Act, the 1934 Act or
other
federal or state statutory law or regulation, at common law or
otherwise,
insofar as such losses, claims, damages or liabilities (or actions
in respect
thereof) arise out of or are based in whole or in part upon any
untrue
statement or alleged untrue statement of a material fact contained
in the
Servicer Information or any omission or alleged omission to state a
material
fact required to be stated therein or necessary to make the
statements
therein, in light of the circumstances in which they were made, not
misleading
and agrees to reimburse the Seller or such affiliates and each such
officer,
director, employee, agent and controlling person promptly upon
demand for any
legal or other expenses reasonably incurred by any of them in
connection with
investigating or defending or preparing to defend against any such
loss,
claim, damage, liability or action as such expenses are incurred;
provided,
however, that Servicer shall be liable in any such case only to the
extent
that any such loss, claim, damage, liability or action arises out
of, or is
based upon, any untrue statement or alleged untrue statement or
omission or
alleged omission made in reliance upon and in conformity with the
Servicer
Information. The foregoing indemnity is in addition to any
liability which
Servicer may otherwise have to th
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