Further Agreements and Assurances. (a) The Purchaser and the Seller agree that with respect to some or all of the Mortgage Loans from time to time the Purchaser may effect a Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Master Servicer as the servicer thereof. (b) With respect to each such Whole Loan Transfer and Pass-Through Transfer, as applicable, entered into by the Purchaser, provided that Purchaser has used its best efforts to negotiate and execute an incentive servicing fee with the Master Servicer, the Seller agrees to use its best efforts to: (i) cooperate with the Purchaser, any prospective purchaser, any Rating Agency or any party to any agreement executed in connection with such Whole Loan Transfer or Pass-Through Transfer with respect to all reasonable requests and due diligence procedures; (ii) execute as originator, servicer or sub-servicer as the case may be, all applicable Reconstitution Agreements executed in connection with such Whole Loan Transfer or Pass-Through Transfer that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto, including officer's certificates) as the Purchaser shall reasonably request; (iii) at the direction of the Purchaser and in lieu of executing agreements as described in the preceding clause (ii), consent to the assignment of the Purchaser's rights as the Purchaser hereunder to a purchaser of, or trustee or master servicer with respect to, any one or more of the Mortgage Loans, in each case with any modifications to the servicing provisions hereof as shall be reasonably requested by the Purchaser; (iv) execute as Seller any applicable Reconstitution Agreement executed in connection with such Pass-Through Transfer and restate therein the same representations and warranties made by it in Sections 7.01 and 7.02 (or a smaller number of representations and warranties regarding the Mortgage Loans as acceptable to both the Purchaser and the Rating Agencies); provided that the representations that deal with matters that have occurred, may have occurred or are asserted not to have occurred between the date of origination of a Mortgage Loan and the Closing Date shall only be required to be restated as of the Closing Date or, if applicable, the date of origination; (v) deliver to the Purchaser (A), for inclusion in any prospectus, private placement memorandum or other offering material or disclosure document for the Pass-Through Transfer such written information regarding the Seller, its financial condition and its underwriting guidelines pursuant to which the Mortgage Loans were originated, and as Master Servicer, its financial condition, delinquency, foreclosure and loss experience as to the Master Servicer's servicing portfolio (but not as to loan level information regarding the Mortgage Loans) as shall be reasonably requested by the Purchaser, including, without limitation, information concerning the Master Servicer and/or Subservicer's servicing portfolio, and its delinquency and loss experience through the year ended 2002 and any applicable stub period in 2003, and (B) a final computer data file of data for the Mortgage Loans to be included in the Pass-Through Transfer (collectively, as to each Pass-Through Transfer, the "Irwin Information") and to indemnify and hold harmless the Pu▇▇▇▇▇er and its Affiliates for any and all liabilities, losses and expenses arising under the Securities Act of 1933, as amended, in connection with any material misstatement contained in such Irwin Information or any omission of a material fact the inclusion of which was necessary to make such Irwin Information, in light of the circumstances under which ▇▇▇ ▇rwin Information was made, not misleading; (vi) d▇▇▇▇▇r to the Purchaser and to any Person designated by the Purchaser, such statements and audit letters of reputable, certified public accountants pertaining to the written information provided by the Seller referred to in clause (v) above as shall be reasonably requested by the Purchaser; (vii) deliver to the Purchaser and to any Person designated by the Purchaser, such opinions of counsel as are customarily delivered by originators and/or servicers in connection with Whole Loan Transfers or Pass-Through Transfers; (viii) provide, on an ongoing basis from information obtained through its servicing of the Mortgage Loans, any information necessary to enable the "tax matters person" for any REMIC in a Pass-Through Transfer, including any master servicer or trustee acting in such capacity, to perform its obligations in accordance with applicable law and customary secondary mortgage market standards for securitized transactions rated "AA/Aa" or higher by the Rating Agencies; and (ix) provide, on an ongoing basis from information obtained through its servicing of the Mortgage Loans, any information necessary to enable the trustee in a Pass-Through Transfer to perform accurate investor reporting for such transaction. (c) Except for each Mortgage Loan that is not a MERS Mortgage Loan, in the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment of Mortgage in blank from the Seller, acceptable to the Purchaser in a Whole Loan or Pass-Through Transfer for each Mortgage Loan that is part of such transfer and shall pay all preparation and recording costs associated therewith so long as such Assignment of Mortgage has not previously been recorded at the expense of the Seller. The Seller shall execute each Assignment or Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee or such third party, as the case may be, upon the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements. (d) All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or a Pass-Through Transfer, shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect. (e) In connection with any Whole Loan Transfer or Pass-Through Transfer, the Seller agrees to restate its representations and warranties regarding individual Mortgage Loans under Section 7.02 as of the Closing Date (or such other date specified in Section 7.02) and to restate its other representations and warranties set forth in this Agreement as of the Reconstitution Date. (f) Purchaser or any third party hired by the Purchaser may conduct a due diligence review on a pre-settlement basis on a reasonable sample of the Mortgage Loans for the purpose of securitizing the Mortgage Loans and to insure that the Mortgage Loans meet the characteristics set forth in the Term Sheet and this Agreement. No due diligence review of the Mortgage Loans after the Closing Date shall be done except for any review of the Mortgage Loans by or on behalf of the Purchaser conducted for purposes of determining whether any Mortgage Loan is in breach of any of the Mortgage Loan representations or warranties made in Section 7.02. (g) If the Purchaser determines in the course of its due diligence review that any Mortgage Loan is in material nonconformity with any of the Mortgage Loan requirements set forth in the Term Sheet or in breach of any of the Mortgage Loan representations or warranties made in this Agreement, the Seller shall either cure the nonconformity or breach in all material respects or repurchase the Mortgage Loan. In the event of a repurchase, the price for such Mortgage Loan shall be the Repurchase Price. In the event of a substitution, the substituted mortgage loan must be a qualified substitute mortgage loan. A qualified substitute mortgage loan will be any mortgage loan or mortgage loans that is part of the same Group as the deleted Mortgage Loan and which satisfies the requirements for a substitution set forth in the Term Sheet. (h) All Mortgage Loans that were reported as originated before October 1, 2002 and are secured by property located in the State of Georgia will be subject to the Purchaser's due diligence review. Any such Mortgage Loan that is found to be in breach of the representation and warranty made in Section 7.02(xlvi) shall be repurchased by the Seller in accordance with the terms of the Term Sheet and this Agreement. * * *
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Sources: Mortgage Loan Purchase and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Further Agreements and Assurances. (a) The Purchaser and the Seller Originators each agree to execute and deliver to the other such additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement. The Originators and the Servicer acknowledge that with respect to some or all of the Mortgage Loans from time to time Loans, the Purchaser may intends to effect a one or more Whole Loan Transfers and/or one or more Pass-Through Transfer or a Whole Loan Transfer, in each case retaining the Master Servicer as the servicer thereof.
(b) Transfers. With respect to each such Whole Loan Transfer and or Pass-Through Transfer, as applicablethe case may be, entered into by the Purchaser, provided that Purchaser has used its best efforts to negotiate the Originators and execute an incentive servicing fee with the Master Servicer, the Seller agrees to use its best efforts toServicer agree:
(i) to cooperate fully with the Purchaser, any prospective purchaser, any Rating Agency rating agency or any party to any agreement executed in connection with such Whole Loan Transfer or Pass-Through Transfer Transfer, with respect to all reasonable requests and due diligence procedures;
(ii) execute as originatorprocedures and to use its best efforts to facilitate such Whole Loan Transfer or Pass-Through Transfer, servicer or sub-servicer as the case may be, ; and
(ii) to execute all applicable Reconstitution Agreements agreements executed in connection with such Whole Loan Transfer or Pass-Through Transfer that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto, including officer's certificates) as the Purchaser shall reasonably request;
(iii) at the direction of the Purchaser and in lieu of executing agreements as described in the preceding clause (ii), consent to the assignment of the Purchaser's rights as the Purchaser hereunder to a purchaser of, or trustee or master servicer with respect to, any one or more of the Mortgage Loans, in each case with any modifications to the servicing provisions hereof as shall be reasonably requested by the Purchaser;
(iv) execute as Seller any applicable Reconstitution Agreement executed in connection with such Pass-Through Transfer and restate therein the same representations and warranties made by it in Sections 7.01 and 7.02 (or a smaller number of representations and warranties regarding the Mortgage Loans as acceptable to both the Purchaser and the Rating Agencies); provided that the representations that deal with matters that have occurred, may have occurred or are asserted not to have occurred between the date of origination of a Mortgage Loan and the Closing Date shall only be required to be restated as of the Closing Date or, if applicable, the date of origination;
(v) deliver to the Purchaser (A), for inclusion in any prospectus, private placement memorandum or other offering material or disclosure document for the Pass-Through Transfer such written information regarding the Seller, its financial condition and its underwriting guidelines pursuant to which the Mortgage Loans were originated, and as Master Servicer, its financial condition, delinquency, foreclosure and loss experience as to the Master Servicer's servicing portfolio (but not as to loan level information regarding the Mortgage Loans) as shall be reasonably requested by the Purchaser, including, without limitation, information concerning the Master Servicer and/or Subservicer's servicing portfolio, and its delinquency and loss experience through the year ended 2002 and any applicable stub period in 2003, and (B) a final computer data file of data for the Mortgage Loans to be included in the Pass-Through Transfer (collectively, as to each Pass-Through Transfer, the "Irwin Information") and to indemnify and hold harmless the Pu▇▇▇▇▇er and its Affiliates for any and all liabilities, losses and expenses arising under the Securities Act of 1933, as amended, in connection with any material misstatement contained in such Irwin Information or any omission of a material fact the inclusion of which was necessary to make such Irwin Information, in light of the circumstances under which ▇▇▇ ▇rwin Information was made, not misleading;
(vi) d▇▇▇▇▇r to the Purchaser and to any Person designated by the Purchaser, such statements and audit letters of reputable, certified public accountants pertaining to the written information provided by the Seller referred to in clause (v) above as shall be reasonably requested by the Purchaser;
(vii) deliver to the Purchaser and to any Person designated by the Purchaser, such opinions of counsel as are customarily delivered by originators and/or servicers in connection with Whole Loan Transfers or Pass-Through Transfers;
(viii) provide, on an ongoing basis from information obtained through its servicing of the Mortgage Loans, any information necessary to enable the "tax matters person" for any REMIC in a Pass-Through Transfer, including any master servicer or trustee acting in such capacity, to perform its obligations in accordance with applicable law and customary secondary mortgage market standards for securitized transactions rated "AA/Aa" or higher by the Rating Agencies; and
(ix) provide, on an ongoing basis from information obtained through its servicing of the Mortgage Loans, any information necessary to enable the trustee in a Pass-Through Transfer to perform accurate investor reporting for such transaction.
(c) Except for each Mortgage Loan that is not a MERS Mortgage Loangoverning documents, in the event the Purchaser has elected to have the Seller hold record title to the Mortgages, prior to a Reconstitution Date the Seller or its designee shall prepare an Assignment case of Mortgage in blank from the Seller, acceptable to the Purchaser in a Whole Loan or Pass-Through Transfer for each Mortgage Loan that is part of such transfer and shall pay all preparation and recording costs associated therewith so long as such Assignment of Mortgage has not previously been recorded at the expense of the Seller. The Seller shall execute each Assignment or Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee or such third party, as the case may be, upon the Seller's receipt thereof. Additionally, the Seller shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all Reconstitution Agreements.
(d) All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or a Pass-Through Transfer, shall be subject to this Agreement and shall continue to be serviced contain provisions customarily included in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effectpublicly issued or privately placed rated secondary mortgage market transactions.
(eiii) In connection with any as of the closing date of the Whole Loan Transfer or Pass-Through Transfer, as the Seller agrees case may be, to restate its restate, for the benefit of the owners of the Mortgage Loans, the representations and warranties regarding individual Mortgage Loans under Section 7.02 as of the Closing Date (or such other date specified contained in Section 7.02) Sections 7.01 and to restate its other representations and warranties set forth in this Agreement as of the Reconstitution Date7.
(f) Purchaser or any third party hired by the Purchaser may conduct a due diligence review on a pre-settlement basis on a reasonable sample of the Mortgage Loans for the purpose of securitizing the Mortgage Loans and to insure that the Mortgage Loans meet the characteristics set forth in the Term Sheet and this Agreement. No due diligence review of the Mortgage Loans after the Closing Date shall be done except for any review of the Mortgage Loans by or on behalf of the Purchaser conducted for purposes of determining whether any Mortgage Loan is in breach of any of the Mortgage Loan representations or warranties made in Section 7.02.
(g) If the Purchaser determines in the course of its due diligence review that any Mortgage Loan is in material nonconformity with any of the Mortgage Loan requirements set forth in the Term Sheet or in breach of any of the Mortgage Loan representations or warranties made in this Agreement, the Seller shall either cure the nonconformity or breach in all material respects or repurchase the Mortgage Loan. In the event of a repurchase, the price for such Mortgage Loan shall be the Repurchase Price. In the event of a substitution, the substituted mortgage loan must be a qualified substitute mortgage loan. A qualified substitute mortgage loan will be any mortgage loan or mortgage loans that is part of the same Group as the deleted Mortgage Loan and which satisfies the requirements for a substitution set forth in the Term Sheet.
(h) All Mortgage Loans that were reported as originated before October 1, 2002 and are secured by property located in the State of Georgia will be subject to the Purchaser's due diligence review. Any such Mortgage Loan that is found to be in breach of the representation and warranty made in Section 7.02(xlvi) shall be repurchased by the Seller in accordance with the terms of the Term Sheet and this Agreement. * * *
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