COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer and J.P. MORGAN MORTGAGE ACQUISITION CORP., as Purchaser
COUNTRYWIDE
HOME LOANS SERVICING LP,
as
Servicer
and
▇.▇.
▇▇▇▇▇▇ MORTGAGE ACQUISITION CORP.,
as
Purchaser
AMENDED
AND RESTATED SERVICING AGREEMENT
dated
as of December 1, 2005
Conventional
Residential Mortgage Loans
TABLE
OF
CONTENTS
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Page
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ARTICLE
I.
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DEFINITIONS
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1
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ARTICLE
II.
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PRE-CLOSING
AND CLOSING PROCEDURES
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13
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Section
2.01
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Possession
of Credit Files.
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13
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Section
2.02
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Closing.
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14
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Section
2.03
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Closing
Documents.
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14
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ARTICLE
III.
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REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
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15
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Section
3.01
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Representations
and Warranties Respecting Countrywide.
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15
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Section
3.02
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Representations
and Warranties Respecting the Purchaser.
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16
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ARTICLE
IV.
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ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
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17
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Section
4.01
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Countrywide
to Act as Servicer.
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17
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Section
4.02
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Collection
of Mortgage Loan Payments.
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18
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Section
4.03
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Realization
Upon Defaulted Mortgage Loans.
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18
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Section
4.04
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Establishment
of Custodial Accounts; Deposits in Custodial Accounts.
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19
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Section
4.05
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Permitted
Withdrawals From the Custodial Account.
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20
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Section
4.06
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Establishment
of Escrow Accounts; Deposits in Escrow Accounts.
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21
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Section
4.07
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Permitted
Withdrawals From Escrow Account.
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22
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Section
4.08
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Transfer
of Accounts.
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Error!
Bookmark not defined.
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Section
4.09
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Payment
of Taxes, Insurance and Other Charges; Maintenance of PMI Policies;
Collections Thereunder.
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22
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Section
4.10
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Maintenance
of Hazard Insurance.
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23
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Section
4.11
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[Reserved].
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24
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Section
4.12
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Fidelity
Bond; Errors and Omissions Insurance.
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24
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Section
4.13
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Title,
Management and Disposition of REO Property.
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25
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Section
4.14
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Notification
of Adjustments.
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26
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Section
4.15
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Notification
of Maturity Date.
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26
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Section
4.16
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Assumption
Agreements.
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27
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Section
4.17
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Satisfaction
of Mortgages and Release of Collateral Files.
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27
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Section
4.18
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Servicing
Compensation.
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28
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Section
4.19
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Credit
Reporting
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29
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ARTICLE
V.
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PROVISIONS
OF PAYMENTS AND REPORTS TO PURCHASER
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29
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Section
5.01
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Distributions.
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29
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Section
5.02
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Periodic
Reports to the Purchaser.
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29
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-i-
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Section
5.03
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Monthly
Advances by Countrywide.
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30
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Section
5.04
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Annual
Statement as to Compliance.
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31
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Section
5.05
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Annual
Independent Certified Public Accountants’ Servicing
Report.
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31
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Section
5.06
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Purchaser’s
Access to Countrywide’s Records.
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31
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Section
5.07
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Assessment
of Servicing Compliance.
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32
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Section
5.08
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Subservicing
and Subcontracting.
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33
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Section
5.09
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Additional
Monthly Reporting Requirements.
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33
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Section
5.10
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Additional
Information.
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34
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ARTICLE
VI.
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COVENANTS
BY COUNTRYWIDE
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35
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Section
6.01
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Indemnification
by Countrywide.
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35
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Section
6.02
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Third
Party Claims.
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35
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Section
6.03
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Merger
or Consolidation of Countrywide.
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35
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Section
6.04
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Limitation
on Liability of Countrywide and Others.
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36
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Section
6.05
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No
Transfer of Servicing.
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36
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ARTICLE
VII.
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TERMINATION
OF COUNTRYWIDE AS SERVICER
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37
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Section
7.01
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Termination
Due to an Event of Default.
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37
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Section
7.02
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Termination
by Other Means.
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38
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ARTICLE
VIII.
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MISCELLANEOUS
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39
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Section
8.01
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Notices.
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39
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Section
8.02
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Exhibits.
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39
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Section
8.03
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General
Interpretive Principles.
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40
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Section
8.04
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Reproduction
of Documents.
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40
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Section
8.05
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Further
Agreements.
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40
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Section
8.06
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Assignment
of Mortgage Loans by the Purchaser; Whole Loan Transfer; Securitization
Transfers.
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41
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Section
8.07
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Designation
of a Master Servicer.
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47
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Section
8.08
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Governing
Law.
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48
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Section
8.09
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Severability
Clause.
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48
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Section
8.10
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Successors
and Assigns.
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49
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Section
8.11
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Confidentiality.
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49
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Section
8.12
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Entire
Agreement.
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49
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Section
8.13
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No
Partnership.
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49
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Section
8.14
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Counterparts.
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50
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Section
8.15
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Waivers.
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50
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Section
8.16
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Further
Agreements.
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50
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Section
8.17
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Nonsolicitation.
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50
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-ii-
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Exhibit
A
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Schedule
of Collateral Documents
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A-1
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Exhibit
B
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Form
of Acknowledgment Agreement
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B-1
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Exhibit
C
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Form
of Officers Certificate
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C-1
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Exhibit
D
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Form
of Custodial Account Certification
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D-1
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Exhibit
E
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Form
of Escrow Account Certification
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E-1
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Exhibit
F
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Form
of Sarbanes Oxley Certification
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F-1
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Exhibit
G
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Annual
Certification
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H-1
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Exhibit
H
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Servicing
Criteria
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I-1
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Exhibit
I
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Servicing
Reports
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J-1
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-iii-
This
Amended and Restated Servicing Agreement is made and entered into as of
December 1, 2005 (the “Agreement”),
between Countrywide Home Loans Servicing LP, having an address at ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Countrywide”),
and
▇.▇. ▇▇▇▇▇▇ Mortgage Acquisition Corp., having an address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the “Purchaser”).
RECITALS
The
Purchaser has agreed to purchase from Countrywide Home Loans, Inc.
(“Seller”)
and
the Seller has agreed to sell from time to time to the Purchaser all of the
Seller’s right, title and interest, excluding servicing rights, in and to those
certain mortgage loans identified in a purchase confirmation executed by the
Seller and the Purchaser.
The
Purchaser desires to have Countrywide service the Mortgage Loans, Countrywide
desires to service and administer the Mortgage Loans on behalf of the Purchaser
and the parties desire to provide the terms and conditions of such servicing
by
Countrywide.
In
consideration of the promises and mutual agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, Countrywide and the Purchaser agree as
follows:
ARTICLE
I.
DEFINITIONS
Unless
the context requires otherwise, all capitalized terms used herein shall have
the
meanings assigned to such terms in this Article I unless defined elsewhere
herein.
Adjustable
Rate Mortgage Loan:
Any
Mortgage Loan in which the related Mortgage Note contains a provision whereby
the Mortgage Interest Rate is adjusted from time to time in accordance with
the
terms of such Mortgage Note.
Agency:
Either
▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac.
Agreement:
This
Amended and Restated Servicing Agreement, including all exhibits and supplements
hereto, and all amendments hereof.
Appraised
Value:
The
value of the related Mortgaged Property as set forth in an appraisal made in
connection with the origination of a Mortgage Loan or the sale price of the
related Mortgaged Property if the proceeds of such Mortgage Loan were used
to
purchase such Mortgaged Property, whichever is less.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage to
the
Purchaser.
Balloon
Mortgage Loan:
Any
Mortgage Loan wherein the Mortgage Note matures prior to full amortization
and
requires a final and accelerated payment of principal.
Business
Day:
Any day
other than (i) a Saturday or Sunday, or (ii) a day on which banking
and savings and loan institutions in either the State of California or the
State
of Texas are authorized or obligated by law or executive order to be
closed.
Cash
Liquidation:
Recovery of all cash proceeds by Countrywide with respect to the termination
of
any defaulted Mortgage Loan other than a Mortgage Loan which became an REO
Property, including all PMI Proceeds, Government Insurance Proceeds, Other
Insurance Proceeds, Liquidation Proceeds, Condemnation Proceeds and other
payments or recoveries whether made at one time or over a period of time which
Countrywide deems to be finally recoverable, in connection with the sale or
assignment of such Mortgage Loan, trustee’s sale, foreclosure sale or
otherwise.
Closing:
The
consummation of the sale and purchase of each Mortgage Loan
Package.
Closing
Date:
The
date on which the purchase and sale of the Mortgage Loans constituting a
Mortgage Loan Package is consummated, as set forth in the related purchase
confirmation.
Code:
The
Internal Revenue Code of 1986, as it may be amended from time to time or any
successor statute thereto.
Collateral
Documents:
The
collateral documents pertaining to each Mortgage Loan as set forth in Exhibit
A
hereto.
Collateral
File:
With
respect to each Mortgage Loan, a file containing each of the Collateral
Documents.
Commission:
The
United States Securities and Exchange Commission.
Condemnation
Proceeds:
All
awards or settlements in respect of a taking of an entire Mortgaged Property
by
exercise of the power of eminent domain or condemnation.
Conventional
Mortgage Loan:
A
Mortgage Loan that is not insured by the FHA or guaranteed by the
VA.
Convertible
Mortgage Loan:
Any
Adjustable Rate Mortgage Loan that contains a provision whereby the Mortgagor
is
permitted to convert the Mortgage Loan to a fixed-rate mortgage loan in
accordance with the terms of the related Mortgage Note.
-2-
Countrywide:
Countrywide Home Loans Servicing LP, a Texas limited partnership, or any
successor or assign to Countrywide under this Agreement as provided
herein.
Credit
File:
The
file retained by Countrywide that includes the mortgage loan documents
pertaining to a Mortgage Loan including copies of the Collateral Documents
together with the credit documentation relating to the origination of such
Mortgage Loan, which Credit File may be maintained by Countrywide on microfilm
or any other comparable medium.
Custodial
Account:
The
account or accounts created and maintained pursuant to Section 4.04, each
of which shall be an Eligible Account.
Custodial
Agreement:
The
agreement governing the retention of the Collateral Files by the Custodian
with
respect to a Closing Date.
Custodian:
JPMorgan Chase Bank, its successor in interest or assign, or such other
custodian that may be designated by Countrywide from time to time.
Customary
Servicing Procedures:
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 accordance with accepted
mortgage servicing practices of prudent lending institutions and the ▇▇▇▇▇▇
▇▇▇
Guides, as amended from time to time.
Cut-off
Date:
The
first day of the month in which the related Closing Date occurs or such other
date as may be set forth in the related purchase confirmation.
DBRS:
shall
mean Dominion Bond Rating Service, and its successors in interest.
Depositor:
The
depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transfer.
Determination
Date:
The
Business Day immediately preceding the related Remittance Date.
Distribution
Report:
The
Form 10-D report required pursuant to Regulation AB.
Due
Date:
The day
of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
of any days of grace.
Due
Period:
With
respect to each Remittance Date, the period commencing on the second day of
the
month preceding the month of the Remittance Date and ending on the first day
of
the month of the Remittance Date.
-3-
Eligible
Account:
Any of
(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 debt
obligations of such holding company) have one of the two highest short-term
ratings of a Rating Agency at the time any amounts are held on deposit therein,
or (ii) an account or accounts in a depository institution or trust company
in which such accounts are insured by the FDIC or the SAIF (to the limits
established by the FDIC or the SAIF) and the uninsured deposits in which
accounts are otherwise secured such that the Purchaser has a claim with respect
to the funds in such account or a perfected first priority security interest
against any collateral (which shall be limited to Permitted Investments)
securing such funds that is superior to claims of any other depositors or
creditors of the depository institution or trust company in which such account
is maintained, or (iii) a trust account or accounts maintained with the
trust department of a federal or state chartered depository institution or
trust
company that is subject to regulations regarding fiduciary funds on deposit
similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b),
which, in either case, has corporate trust powers and is acting in its fiduciary
capacity.
Escrow
Account:
The
separate trust account or accounts created and maintained pursuant to
Section 4.06, each of which shall be an Eligible Account.
Escrow
Payments:
The
amounts constituting ground rents, taxes, assessments, water rates, mortgage
insurance premiums, fire and hazard insurance premiums and other payments
required to be escrowed by the Mortgagor with the Mortgagee pursuant to any
Mortgage Loan.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 7.01.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
FHA:
The
Federal Housing Administration.
▇▇▇▇▇▇
▇▇▇:
The
Federal National Mortgage Association or any successor
organization.
▇▇▇▇▇▇
Mae Guides:
The
▇▇▇▇▇▇ ▇▇▇ Selling Guide and the ▇▇▇▇▇▇ Mae Servicing Guide and all amendments
or additions thereto.
Fidelity
Bond:
A
fidelity bond to be maintained by Countrywide pursuant to
Section 4.12.
First
Lien Mortgage Loan:
Any
Mortgage Loan secured by a first lien on the related Mortgaged
Property.
Fitch
Ratings:
Fitch,
Inc., or any successor in interest.
Fixed
Rate Mortgage Loan:
Any
Mortgage Loan wherein the Mortgage Interest Rate set forth in the Mortgage
Note
is fixed for the term of such Mortgage Loan.
▇▇▇▇▇▇▇
Mac:
The
Federal Home Loan Mortgage Corporation or any successor
organization.
-4-
GNMA:
The
Government National Mortgage Association or any successor
organization.
Government
Insurance Proceeds:
With
respect to each Government Mortgage Loan, payments made pursuant to a MIC or
LGC.
Government
Mortgage Loan:
A
Mortgage Loan insured by the FHA or guaranteed by the VA.
Gross
Margin:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount
set
forth in the related Mortgage Note, which amount is added to the index in
accordance with the terms of the related Mortgage Note to determine on each
Interest Adjustment Date, the Mortgage Interest Rate for such Mortgage
Loan.
HUD:
The
Department of Housing and Urban Development or any federal agency or official
thereof which may from time to time succeed to the functions
thereof.
Initial
Closing Date:
The
Closing Date on which the Purchaser purchases the first Mortgage Loan
Package.
Initial
Purchaser:
▇.▇.
▇▇▇▇▇▇ Mortgage Acquisition Corp.
Interest
Adjustment Date:
With
respect to an Adjustable Rate Mortgage Loan, the date on which an adjustment
to
the Mortgage Interest Rate on a Mortgage Note becomes effective.
LGC:
A loan
guarantee certificate issued by the VA.
LTV:
With
respect to any Mortgage Loan, the ratio (expressed as a percentage) of the
Stated Principal Balance (or the original principal balance, if so indicated)
of
such Mortgage Loan as of the date of determination to the Appraised Value of
the
related Mortgaged Property.
Late
Collections:
With
respect to any Mortgage Loan, all amounts received during any Due Period,
whether as late payments of Monthly Payments or as Liquidation Proceeds,
Condemnation Proceeds, PMI Proceeds, Government Insurance Proceeds, Other
Insurance Proceeds, proceeds of any REO Disposition or otherwise, which
represent late payments or collections of Monthly Payments due but delinquent
for a previous Due Period and not previously recovered.
Lifetime
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan, the absolute maximum Mortgage
Interest Rate payable, above which the Mortgage Interest Rate shall not be
adjusted, as set forth in the related Mortgage Note and Mortgage Loan Schedule.
Liquidation
Proceeds:
Amounts, other than PMI Proceeds, Government Insurance Proceeds, Condemnation
Proceeds and Other Insurance Proceeds, received by Countrywide in connection
with the liquidation of a defaulted Mortgage Loan through trustee’s sale,
foreclosure sale or otherwise, other than amounts received following the
acquisition of an REO Property pursuant to Section 4.13.
-5-
LPMI
Fee:
The
portion of the Mortgage Interest Rate relating to an LPMI Loan, which is set
forth on the related Mortgage Loan Schedule, to be retained by Countrywide
to
pay the premium due on the PMI Policy with respect to such LPMI
Loan.
LPMI
Loan:
Any
Mortgage Loan with respect to which Countrywide is responsible for paying the
premium due on the related PMI Policy with the proceeds generated by the LPMI
Fee relating to such Mortgage Loan, as set forth on the related Mortgage Loan
Schedule.
Master
Servicer:
Any
master servicer appointed by the Purchaser in its sole discretion.
MERS:
Mortgage Electronic Registration Systems, Inc. or any successor or assign
thereto.
MERS
Mortgage Loan:
Any
Mortgage Loan registered with MERS on the MERS System.
MERS
System:
The
electronic system of recording transfers of mortgages maintained by
MERS.
MIC:
A
mortgage insurance certificate issued by HUD.
Monthly
Advance:
The
advances made or required to be made by Countrywide on any Remittance Date
pursuant to Section 5.03.
Monthly
Payment:
The
scheduled monthly payment of principal and interest on a Mortgage
Loan.
Moody’s:
▇▇▇▇▇’▇
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument securing a Mortgage Note, which
creates a first lien, in the case of a First Lien Mortgage Loan, or a second
lien, in the case of a Second Lien Mortgage Loan, on an unsubordinated estate
in
fee simple in real property securing the Mortgage Note; except that with respect
to real property located in jurisdictions in which the use of leasehold estates
for residential properties is a widely-accepted practice, the mortgage, deed
of
trust or other instrument securing the Mortgage Note may secure and create
a
first lien, in the case of a First Lien Mortgage Loan, or a second lien, in
the
case of a Second Lien Mortgage Loan, upon a leasehold estate of the Mortgagor,
as the case may be.
Mortgage
Interest Rate:
The
annual rate at which interest accrues on any Mortgage Loan and, with respect
to
an Adjustable Rate Mortgage Loan, as adjusted from time to time in accordance
with the provisions of the related Mortgage Note.
-6-
Mortgage
Loan:
Any
mortgage loan that is sold pursuant to this Agreement, as evidenced by such
mortgage loan’s inclusion on the related Mortgage Loan Schedule, which mortgage
loan includes the Monthly Payments, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, PMI Proceeds (if applicable), Government Insurance
Proceeds (if applicable), Other Insurance Proceeds, REO Disposition proceeds,
and all other rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan, excluding the servicing rights relating
thereto. Unless the context requires otherwise, any reference to the Mortgage
Loans in this Agreement shall refer to the Mortgage Loans constituting a
Mortgage Loan Package.
Mortgage
Loan Package:
The
Mortgage Loans sold to the Purchaser pursuant to a purchase
confirmation.
Mortgage
Loan Remittance Rate:
With
respect to each Mortgage Loan, the interest rate payable to the Purchaser on
each Remittance Date which shall equal the Mortgage Interest Rate less the
Servicing Fee and the LPMI Fee, if applicable.
Mortgage
Loan Schedule:
With
respect to each Mortgage Loan Package, the schedule of Mortgage Loans included
therein and made a part of the related purchase confirmation, which schedule
shall include, the following information with respect to each Mortgage Loan:
(1) the seller’s Mortgage Loan identifying number; (2) the Mortgagor’s
and Co-Mortgagor’s (if applicable) name; (3) Mortgagor and co-Mortgagor (if
applicable) social security number; (4) the street address of the Mortgaged
Property including the city, state, county, and the zip code; (5) a code
indicating whether the Mortgaged Property is a single family residence, a 2
4
family dwelling, a PUD, a townhouse or a unit in a high rise or low rise
condominium project; (6) the number of units for all Mortgaged Properties;
(7) the original months to maturity or the remaining months to maturity
from the Cut-off Date, in any case based on the original amortization schedule,
and if different, the maturity expressed in the same manner but based on the
actual amortization schedule; (8) a code indicating the lien status of the
Mortgage Loan; (9) the Loan to Value Ratio at origination; (10) the
appraised value and purchase price, if applicable, of the Mortgaged Property;
(11) Mortgage Interest Rate at the time of origination; (12) the
Mortgage Interest Rate as of the Cut-off Date; (14) the origination date of
the Mortgage Loan; (15) the first Due Date of the Mortgage Loan;
(16) the stated maturity date of the Mortgage Loan; (17) the amount of
the Monthly Payment as of the Cut-off Date; (18) the amount of the Monthly
Payment at the time of origination; (19) the next due date of the Mortgage
Loan; (20) the original principal amount of the Mortgage Loan; (21) the
actual principal balance of the Mortgage Loan as of the close of business on
the
Cut-off Date, after deduction of payments of principal actually collected on
or
before the Cut-off Date; (22) the scheduled principal balance of the
Mortgage Loan as of the close of business on the Cut-off Date; after deduction
of payments of principal due on or before the Cut-off Date, whether or not
collected, if applicable; (23) the Mortgage Loan purpose; (24) the
occupancy status of the Mortgaged Property at the time of origination;
(25) Mortgage Loan’s FICO score; (26) a code indicating the mortgage
insurance provider and percent of coverage, if applicable; (27) the loan
documentation type; (28) a code indicating whether the Mortgage Loan has a
Prepayment Penalty; (29) a code indicating the Prepayment Penalty term;
(30) MIN #, if applicable; and (31) Mortgagor’s and co-Mortgagor’s (if
applicable) race, gender, and income, to the extent available. With respect
to
ARM Mortgage Loans, the Mortgage Loan Schedule shall set forth the following
information as of the Cut of Date: (a) the Index and payment and interest
rate adjustment frequencies; (b) the initial Adjustment Date; (c) the
initial payment adjustment date; (d) the next Adjustment Date; (e) the
next payment adjustment date; (f) the Gross Margin; (g) the minimum
Mortgage Interest Rate under the terms of the Mortgage Note; (h) the
maximum Mortgage Interest Rate under the terms of the Mortgage Note;
(i) the Mortgage Interest Rate adjustment cap at the initial Interest Rate
Adjustment Date; (j) the Mortgage Interest Rate adjustment cap at all
subsequent Interest Rate Adjustment Dates; and (k) the Lifetime Rate
Cap.
-7-
Mortgage
Note:
The
note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged
Property:
The
real property (or leasehold estate, if applicable) securing repayment of the
debt evidenced by a Mortgage Note.
Mortgagee:
The
mortgagee or beneficiary named in the Mortgage and the successors and assigns
of
such mortgagee or beneficiary.
Mortgagor:
The
obligor on a Mortgage Note.
Opinion
of Counsel:
A
written opinion of counsel, who may be an employee of the party on behalf of
whom the opinion is being given.
Other
Insurance Proceeds:
Proceeds of any title policy, hazard policy, pool policy or other insurance
policy covering a Mortgage Loan, other than the PMI Policy, if any, to the
extent such proceeds are not to be applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the
procedures that Countrywide would follow in servicing mortgage loans held for
its own account.
Payment
Adjustment Date:
As to
each Mortgage Loan, the date on which an adjustment to the Monthly Payment
on a
Mortgage Note becomes effective.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) obligations
of the United States or any agency thereof, provided that such obligations
are
backed by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency rating such
paper;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the commercial paper
and/or long-term unsecured debt obligations of such depository institution
or
trust company (or in the case of the principal depository institution in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if ▇▇▇▇▇’▇ is not the applicable
Rating Agency) are then rated one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such securities;
-8-
(v) demand
or
time deposits or certificates of deposit issued by any bank or trust company
or
savings institution to the extent that such deposits are fully insured by the
FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation acceptable to the Rating Agencies at the time of the issuance of
such agreements, as evidenced by a signed writing delivered by each Rating
Agency;
(vii) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(viii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest ratings of each Rating Agency (except if the Rating Agency
is
Moody’s, such rating shall be the highest commercial paper rating of Moody’s for
any such series);
(ix) interests
in any money market fund which at the date of acquisition of the interests
in
such fund and throughout the time such interests are held in such fund has
the
highest applicable rating by each Rating Agency rating such fund;
(x) short-term
investment funds sponsored by any trust company or national banking association
incorporated under the laws of the United States or any state thereof which
on
the date of acquisition has been rated by any Rating Agency rating such fund
in
their respective highest applicable rating category or such lower rating as
shall not result in a change in the rating then specified stated maturity and
bearing interest or sold at a discount acceptable to each Rating Agency;
and
(xi) such
other investments having a specified stated maturity and bearing interest or
sold at a discount acceptable to the Rating Agencies;
provided,
that no such instrument shall be a Permitted Investment if (i) such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument or (ii) such instrument would require
Countrywide to register as an investment company under the Investment Company
Act of 1940, as amended.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
-9-
PMI
Policy:
A
policy of private mortgage guaranty insurance relating to a Mortgage Loan and
issued by a Qualified Insurer.
PMI
Proceeds:
Proceeds of any PMI Policy.
Prepayment
Interest Shortfall Amount:
With
respect to any Remittance Date and Mortgage Loan that was subject to a Principal
Prepayment in full or in part during the related Principal Prepayment Period,
which Principal Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan’s Due Date in such calendar month, the amount of interest (at the
Mortgage Loan Remittance Rate) that would have accrued on the amount of such
Principal Prepayment during the period commencing on the date as of which such
Principal Prepayment was applied to such Mortgage Loan and ending on the day
immediately preceding such Due Date, inclusive.
Prepayment
Penalty:
With
respect to each Mortgage Loan, a prepayment penalty, charge, premium or fee,
if
any, payable upon the prepayment, in whole or in part, of such Mortgage Loan,
as
set forth in the related Mortgage Note.
Principal
Prepayment:
Any
payment or other recovery of principal on a Mortgage Loan which is received
in
advance of its scheduled Due Date, excluding any Prepayment Penalty or premium
thereon, which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment.
Principal
Prepayment Period:
As to
any Remittance Date, the calendar month preceding the month of
distribution.
Purchaser:
The
Person identified as the “Purchaser” in the preamble to this Agreement or its
successor in interest or any successor or assign to the Purchaser under this
Agreement as herein provided. Any reference to “Purchaser” as used herein shall
be deemed to include any designee of the Purchaser, so long as such designation
was made in accordance with the limitations set forth in
Section 8.06.
Qualified
Correspondent:
Any
Person from which Countrywide purchased Mortgage Loans, provided that the
following conditions are satisfied: (i) such Mortgage Loans were either (x)
originated pursuant to an agreement between Countrywide and such Person that
contemplated that such Person would underwrite mortgage loans from time to
time,
for sale to Countrywide, in accordance with underwriting guidelines designated
by Countrywide (“Designated
Guidelines”)
or
guidelines that do not vary materially from such Designated Guidelines or (y)
individually re-underwritten by Countrywide to the Designated Guidelines at
the
time such Mortgage Loans were acquired by Countrywide; (ii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated,
used by Countrywide in origination of mortgage loans of the same type as the
Mortgage Loans for Countrywide’s own account or (y) the Designated Guidelines
were, at the time such Mortgage Loans were underwritten, designated by
Countrywide on a consistent basis for use by lenders in originating mortgage
loans to be purchased by Countrywide; and (iii) Countrywide employed, at the
time such Mortgage Loans were acquired by Countrywide, pre-purchase or
post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular
time
period or through particular channels) designed to ensure that either Persons
from which it purchased mortgage loans properly applied the underwriting
criteria designated by Countrywide or the Mortgage Loans purchased by
Countrywide substantially comply with the Designated
Guidelines.
-10-
Qualified
Insurer:
An
insurance company duly qualified as such under the laws of the states in which
the Mortgaged Properties are located, duly authorized and licensed in such
states to transact the applicable insurance business and to write the insurance
provided, which insurer is approved in such capacity by an Agency.
Rating
Agency:
Any of
S&P, ▇▇▇▇▇’▇, DBRS or Fitch Ratings.
Reconstitution
Date:
The
date on which any or all of the Mortgage Loans serviced under this Agreement
shall be removed from this Agreement and reconstituted as part of a
Securitization Transfer pursuant to Section 8.06 hereof. The Reconstitution
Date shall be such date which the Purchaser shall designate. On such date,
the
Mortgage Loans transferred shall cease to be covered by this Agreement and
Countrywide’s servicing responsibilities shall cease under this Agreement with
respect to the related transferred Mortgage Loans.
Regulation
AB:
As
defined in Section 8.06.
Remittance
Date:
The
eighteenth (18th) day of any month, beginning with the month next following
the
month in which the related Cut-off Date occurs, or if such eighteenth (18th)
day
is not a Business Day, the first Business Day immediately
following.
REO
Disposition:
The
final sale by Countrywide of any REO Property or the transfer of the management
of such REO Property to the Purchaser as set forth in
Section 4.13.
REO
Property:
A
Mortgaged Property acquired by Countrywide on behalf of the Purchaser as
described in Section 4.13.
S&P:
Standard & Poor’s Ratings Service, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc.
Second
Lien Mortgage Loan:
A
Mortgage Loan secured by a second lien on the related Mortgaged
Property.
Securitization
Transfer:
The
sale or transfer of some or all of the Mortgage Loans to a trust or other
issuing entity as part of a publicly-issued or privately-placed, rated or
unrated mortgage pass-through or other mortgage-backed securities
transaction.
Seller:
Countrywide Home Loans, Inc., or its successor or assign.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses incurred
in the performance by Countrywide of its servicing obligations, including the
cost of (i) the preservation, restoration and protection of the Mortgaged
Property, (ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of the REO Property,
(iv) with respect to Government Mortgage Loans, amounts advanced to the
Purchaser for which Countrywide may be entitled to receive reimbursement from
a
government agency and (v) compliance with the obligations under this
Agreement including Section 4.09.
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Servicing
Criteria:
Shall
mean the applicable servicing criteria set forth in Exhibit H
hereto.
Servicing
Fee:
With
respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall
pay to Countrywide, which shall, for a period of one full month, be equal to
one-twelfth of the product of (i) the Servicing Fee Rate and (ii) the
Stated Principal Balance of such Mortgage Loan. Such fee shall be payable
monthly, computed on the basis of the same principal amount and period
respecting which any related interest payment on a Mortgage Loan is computed.
The obligation of the Purchaser to pay the Servicing Fee is limited to, and
the
Servicing Fee is payable solely from, the interest portion of such Monthly
Payment collected by Countrywide, or as otherwise provided herein. Subject
to
the foregoing, and with respect to each Mortgage Loan, Countrywide shall be
entitled to receive its Servicing Fee through the disposition of any related
REO
Property and the Servicing Fee payable with respect to any REO Property shall
be
based on the Stated Principal Balance of the related Mortgage Loan at the time
of foreclosure.
Servicing
Fee Rate:
With
respect to any Mortgage Loan, the rate per annum set forth in the applicable
purchase confirmation.
Servicing
Officer:
Any
officer of Countrywide involved in, or responsible for, the administration
and
servicing of the Mortgage Loans whose name appears on a list of servicing
officers furnished by Countrywide to Purchaser upon request, as such list may
from time to time be amended.
Stated
Principal Balance:
With
respect to each Mortgage Loan as of any date of determination: (i) the
unpaid principal balance of the Mortgage Loan at the Cut-off Date after giving
effect to payments of principal due on or before such date, whether or not
received, minus (ii) all amounts previously distributed to the Purchaser
with respect to the related Mortgage Loan representing payments or recoveries
of
principal or advances in lieu thereof.
Static
Pool Information:
As
defined in Section 8.06(b).
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 Countrywide or a
Subservicer.
Subservicer:
Any
Person that services Mortgage Loans on behalf of Countrywide or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial majority of the material functions required
to be performed by Countrywide under this Agreement or any Reconstitution
Agreement that are identified in Item 1122(d) of Regulation AB; provided,
however, that the term “Subservicer” shall not include any master servicer, or
any special servicer engaged at the request of a Depositor, Purchaser or
investor in a Securitization Transfer, nor any “back-up servicer” or trustee
performing servicing functions on behalf of a Securitization
Transfer.
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Third-Party
Originator:
Each
Person, other than a Qualified Correspondent, that originated Mortgage Loans
acquired by Countrywide.
Transaction
Documents:
With
respect to any Mortgage Loan, the related purchase confirmation and this
Agreement.
Updated
LTV:
With
respect to any Mortgage Loan, the outstanding principal balance of such Mortgage
Loan as of the date of determination divided by the value of the related
Mortgaged Property as determined by a recent appraisal of the Mortgaged
Property.
VA:
The
Department of Veterans Affairs.
Whole
Loan Transfer:
Any
sale or transfer of some or all of the Mortgage Loans by the Purchaser to a
third party which sale or transfer is not a Securitization
Transfer.
ARTICLE
II.
PRE-CLOSING
AND CLOSING PROCEDURES
Section
2.01 Possession
of Credit Files.
The
contents of each Credit File required to be retained by Countrywide to service
the Mortgage Loans pursuant to this Agreement and thus not delivered to the
Purchaser or its designee are and shall be held in trust by Countrywide for
the
benefit of the Purchaser as the owner thereof. Countrywide’s possession of any
portion of each such Credit File is at the will of the Purchaser for the sole
purpose of facilitating servicing of the Mortgage Loans pursuant to this
Agreement, and such retention and possession by Countrywide shall be in a
custodial capacity only. The ownership of each Mortgage Note, Mortgage and
the
contents of each Credit File is vested in the Purchaser and the ownership of
all
records and documents with respect to the related Mortgage Loan prepared by
or
which come into the possession of Countrywide shall immediately vest in the
Purchaser and shall be retained and maintained, in trust, by Countrywide at
the
will of the Purchaser in such custodial capacity only. The Credit File retained
by Countrywide with respect to each Mortgage Loan pursuant to this Agreement
shall be appropriately identified in Countrywide’s computer system to reflect
clearly the ownership of such related Mortgage Loan by the Purchaser.
Countrywide shall release from its custody the contents of any Credit File
retained by it only in accordance with this Agreement, except if required under
applicable law or court order. Countrywide shall deliver to the Purchaser copies
of any documents in a Mortgage File reasonably requested by the Purchaser within
twenty (20) days of the date of receipt of such request, at the sole expense
of
the Purchaser.
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Section
2.02 Closing.
Countrywide’s
assumption of servicing responsibilities with respect to each Mortgage Loan
Package purchased by the Purchaser from the Seller shall take place on the
related Closing Date and shall be subject to the satisfaction of each of the
following conditions, unless otherwise waived by the prejudiced
party(ies):
(a) All
of
the representations and warranties of Countrywide under this Agreement shall
be
true and correct in all material respects as of the Closing Date and no event
shall have occurred that, with notice or the passage of time, would constitute
a
default under this Agreement;
(b) All
of
the representations and warranties of the Purchaser under this Agreement shall
be true and correct in all material respects as of the Closing Date and no
event
shall have occurred that, with notice or the passage of time, would constitute
a
default under this Agreement;
(c) The
Purchaser’s attorneys shall have received in escrow all applicable Closing
Documents as specified in Section 2.03, in such forms as are agreed upon by
the Purchaser and Countrywide, duly executed by all signatories as required
pursuant to the terms hereof; and
(d) All
other
terms and conditions of this Agreement required to be complied with or performed
shall have been complied with or performed.
Section
2.03 Closing
Documents.
(a) On
the
Initial Closing Date, Countrywide shall deliver to the Purchaser’s attorneys, in
escrow, fully executed originals of the following documents:
(1) This
Agreement;
(2) Opinion
of Counsel for Countrywide (who may be an employee of Countrywide);
(3) An
Officer’s Certificate, in the form of Exhibit C hereto;
(4) a
Custodial Account Certification; and
(5) an
Escrow
Account Certification.
(b) On
each
Closing Date, including the Initial Closing Date, Countrywide shall deliver
to
the Purchaser’s attorneys, in escrow, fully executed original of the following
documents:
(1) an
Acknowledgment Agreement, in the form of Exhibit B hereto.
-14-
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
Section
3.01 Representations
and Warranties Respecting Countrywide.
Countrywide
represents, warrants and covenants to the Purchaser that, as of each Closing
Date:
(a) Organization
and Standing.
Countrywide is duly organized, validly existing and in good standing under
the
laws of the jurisdiction in which it is organized and is qualified and licensed
to transact business in and is in good standing under the laws of each state
where each Mortgaged Property is located to the extent necessary to ensure
the
enforceability of each Mortgage Loan and the servicing of the Mortgage Loan
in
accordance with the terms of this Agreement;
(b) Due
Authority.
Countrywide has the full power and authority to perform and enter into and
consummate all transactions contemplated by this Agreement. This Agreement
evidences the legal, valid, binding and enforceable obligation of Countrywide,
subject to applicable law except as enforceability may be limited by
(i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights
of
creditors and (ii) general principles of equity, whether enforcement is
sought in a proceeding in equity or at law. All requisite action has been taken
by Countrywide to make this Agreement valid and binding upon it in accordance
with the terms of this Agreement;
(c) No
Conflict.
Neither
the consummation of the transactions contemplated hereby, nor the fulfillment
of
or compliance with the terms and conditions of this Agreement, will conflict
with or result in a breach of any of the terms, conditions or provisions of
Countrywide’s limited partnership agreement or result in a material breach of
any legal restriction or any material agreement, indenture or loan or credit
agreement, or instrument to which Countrywide is now a party or by which it
is
bound, or constitute a material default or result in an acceleration under
any
of the foregoing, or result in the violation of any material law, rule,
regulation, order, judgment or decree to which Countrywide or its property
is
subject;
(d) Approved
Servicer.
Countrywide is an approved servicer for each Agency in good standing. No event
has occurred, including a change in insurance coverage, which would make
Countrywide unable to comply with ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac eligibility
requirements;
(e) No
Pending Litigation.
There
is no action, suit, proceeding, investigation or litigation pending or, to
the
best of Countrywide’s knowledge, threatened, which either in any one instance or
in the aggregate, if determined adversely to Countrywide would materially and
adversely affect the ability of Countrywide to service the Mortgage Loans
hereunder in accordance with the terms hereof, or Countrywide’s ability to
perform its obligations under this Agreement;
-15-
(f) No
Consent Required.
No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by Countrywide,
of
or compliance by Countrywide with, this Agreement or the consummation of the
transactions contemplated by this Agreement, or if required, such consent,
approval, authorization or order has been obtained prior to the related Closing
Date;
(g) Ability
to Perform.
Countrywide does not believe, nor does it have any reason or cause to believe,
that it cannot perform each and every covenant contained in this
Agreement;
(h) MERS.
Countrywide is a member of MERS in good standing, and will comply in all
material respects with the rules and procedures of MERS in connection with
the
servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are
registered with MERS; and
(i) No
Untrue Information.
Neither
this Agreement nor any statement, report or other document furnished or to
be
furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any material untrue statement of fact or omits
to
state a material fact necessary to make the statements contained therein not
misleading.
Section
3.02 Representations
and Warranties Respecting the Purchaser.
The
Purchaser represents, warrants and covenants to Countrywide that, as of each
Closing Date:
(a) Organization
and Standing.
The
Purchaser is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is organized and is qualified to transact
business in and is in good standing under the laws of each state in which the
nature of the business transacted by it or the character of the properties
owned
or leased by it requires such qualification;
(b) Due
Authority.
The
Purchaser has the full power and authority to perform, and to enter into and
consummate, all transactions contemplated by this Agreement. This Agreement
evidences the legal, valid, binding and enforceable obligation of the Purchaser,
subject to applicable law except as enforceability may be limited by
(i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights
of
creditors and (ii) general principles of equity, whether enforcement is
sought in a proceeding in equity or at law. All requisite corporate action
has
been taken by the Purchaser to make this Agreement valid and binding upon it
in
accordance with the terms of this Agreement;
(c) No
Conflict.
Neither
the consummation of the transactions contemplated hereby, nor the fulfillment
of
or compliance with the terms and conditions of this Agreement, will conflict
with or result in a breach of any of the terms, conditions or provisions of
the
Purchaser’s charter or by-laws or result in a material breach of any legal
restriction or any material agreement, indenture or loan or credit agreement,
or
instrument to which the Purchaser is now a party or by which it is bound, or
constitute a material default or result in an acceleration under any of the
foregoing, or result in the violation of any material law, rule, regulation,
order, judgment or decree to which the Purchaser or its property is
subject;
-16-
(d) No
Pending Litigation.
There
is no action, suit, proceeding, investigation or litigation pending or, to
the
best of the Purchaser’s knowledge, threatened, which either in any one instance
or in the aggregate, if determined adversely to the Purchaser would adversely
affect the Purchaser’s ability to perform its obligations under this Agreement;
(e) No
Consent Required.
No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Purchaser
of
or compliance by the Purchaser with this Agreement or the consummation of the
transactions contemplated by this Agreement (including, but not limited to,
any
approval from HUD), or if required, such consent, approval, authorization or
order has been obtained prior to the related Closing Date;
(f) Ability
to Perform.
The
Purchaser 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;
and
(g) No
Untrue Information.
Neither
this Agreement nor any statement, report or other document furnished or to
be
furnished pursuant to this Agreement or in connection with the transactions
contemplated hereby contains any material untrue statement of fact or omits
to
state a material fact necessary to make the statements contained therein not
misleading.
ARTICLE
IV.
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
Section
4.01 Countrywide
to Act as Servicer.
Countrywide,
as independent contract servicer, shall service and administer Mortgage Loans
in
accordance with the terms of this Agreement and shall have full power and
authority, acting alone, to do or cause to be done any and all things, in
connection with such servicing and administration, that Countrywide may deem
necessary or desirable and consistent with the terms of this Agreement. In
servicing and administering the Mortgage Loans, Countrywide shall employ
procedures in accordance with the Customary Servicing Procedures and usual
standards of practice of prudent mortgage servicers. Countrywide may perform
its
servicing responsibilities through agents or independent contractors, but shall
not thereby be released from any of its responsibilities hereunder.
Notwithstanding anything to the contrary contained herein, in servicing and
administering Government Mortgage Loans, Countrywide shall not take, or fail
to
take, any action that would result in the denial of coverage under any LGC
or
MIC, as applicable. Without limiting the generality of the foregoing, with
respect to any Government Mortgage Loan, Countrywide shall be permitted to
deviate from the servicing practices set forth herein if such deviation would
be
consistent with the servicing practices employed in connection with any similar
mortgage loan constituting a part of a GNMA mortgage-backed
security.
-17-
In
accordance with the terms of this Agreement, Countrywide may waive, modify
or
vary any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if in Countrywide’s reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Purchaser; provided, however, that Countrywide shall not permit any modification
with respect to any Mortgage Loan that would decrease the Mortgage Interest
Rate
(other than by adjustments required by the terms of the Mortgage Note), result
in the denial of coverage under a PMI Policy, LGC or MIC, defer or forgive
the
payment of any principal or interest payments, reduce the outstanding principal
amount (except for actual payments of principal), make future advances or extend
the final maturity date on such Mortgage Loan without the Purchaser’s consent.
Countrywide may permit forbearance or allow for suspension of Monthly Payments
for up to one hundred and eighty (180) days if the Mortgagor is in default
or
Countrywide determines in its reasonable discretion, that default is imminent
and if Countrywide determines that granting such forbearance or suspension
is in
the best interest of the Purchaser. If any modification, forbearance or
suspension permitted hereunder allows the deferral of interest or principal
payments on any Mortgage Loan, Countrywide shall include in each remittance
for
any month in which any such principal or interest payment has been deferred
(without giving effect to such modification, forbearance or suspension) an
amount equal to such month’s principal and one (1) month’s interest at the
Mortgage Loan Remittance Rate on the then unpaid principal balance of the
Mortgage Loan and shall be entitled to reimbursement for such advances only
to
the same extent as for Monthly Advances made pursuant to Section 5.03.
Without limiting the generality of the foregoing, Countrywide shall continue,
and is hereby authorized and empowered to execute and deliver on behalf of
itself and the Purchaser, all instruments of satisfaction or cancellation,
or of
partial or full release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged Property. If
reasonably required by Countrywide, the Purchaser shall furnish Countrywide
with
any powers of attorney and other documents necessary or appropriate to enable
Countrywide to carry out its servicing and administrative duties under this
Agreement.
Section
4.02 Collection
of Mortgage Loan Payments.
Countrywide
shall make reasonable efforts, in accordance with the customary and usual
standards of practice of prudent mortgage servicers, to collect all payments
due
under each Mortgage Loan to the extent such procedures shall be consistent
with
this Agreement, the terms and provisions of any related PMI Policy, MIC or
LGC,
and applicable law. Further, Countrywide will, in accordance with Customary
Servicing Procedures, ascertain and estimate Escrow Payments and premiums for
PMI Policies, if any, that will become due and payable with respect to the
Mortgage Loan.
-18-
Section
4.03 Realization
Upon Defaulted Mortgage Loans.
(a) Foreclosure.
In the
event that any payment due under any Mortgage Loan is not paid when the same
becomes due and payable, or in the event the Mortgagor fails to perform any
other covenant or obligation under the Mortgage Loan and such failure continues
beyond any applicable grace period, Countrywide shall take such action as it
shall deem to be in the best interest of the Purchaser. In the event that any
payment due under any Mortgage Loan remains delinquent for a period of ninety
(90) days or more, Countrywide shall commence foreclosure proceedings in
accordance with Customary Servicing Procedures and the guidelines set forth
by
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac. In such connection, Countrywide shall obtain the
prior written consent of the Purchaser prior to making any Servicing Advance
of
$5,000 or more. If the portion of any Liquidation Proceeds allocable as a
recovery of interest on any Mortgage Loan is less than the full amount of
accrued and unpaid interest on such Mortgage Loan as of the date such proceeds
are received, then the applicable Servicing Fees with respect to such Mortgage
Loan shall be paid first and any amounts remaining thereafter shall be
distributed to the Purchaser. Countrywide shall use reasonable efforts to
realize upon defaulted Mortgage Loans, in such manner as will maximize the
receipt of principal and interest by the Purchaser, taking into account, among
other things, the timing of foreclosure proceedings. The foregoing is subject
to
the provisions that, in any case in which Mortgaged Property shall have suffered
damage, Countrywide shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its discretion
(i) that such restoration will increase the proceeds of liquidation of the
related Mortgage Loan to the Purchaser after reimbursement to itself for such
expenses, and (ii) that such expenses will be recoverable by Countrywide
through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds
or
Liquidation Proceeds from the related Mortgaged Property. Countrywide shall
notify the Purchaser in writing of the commencement of foreclosure proceedings.
Such notice may be contained in the reports prepared by Countrywide and
delivered to the Purchaser pursuant to the terms and conditions of this
Agreement. Countrywide shall be responsible for all costs and expenses incurred
by it in any foreclosure proceedings; provided, however, that it shall be
entitled to reimbursement thereof from proceeds from the related Mortgaged
Property.
Section
4.04 Establishment
of Custodial Accounts; Deposits in Custodial Accounts.
Countrywide
shall segregate and hold all funds collected and received pursuant to each
Mortgage Loan separate and apart from any of its own funds and general assets
and shall establish and maintain one (1) or more Custodial Accounts, in the
form
of time deposit or demand accounts. Countrywide shall provide the Purchaser
with
written evidence of the creation of such Custodial Account(s) upon the request
of the Purchaser. The creation of the Custodial Account shall be evidenced
by a
certificate delivered by Countrywide (“Custodial
Account Certification”)
in the
form of Exhibit D attached hereto.
Countrywide
shall deposit in the Custodial Account within two (2) Business Days, and retain
therein, the following payments and collections received or made by it
subsequent to the Cut-off Date, or received by it prior to the Cut-off Date
but
allocable to a period subsequent thereto, other than in respect of principal
and
interest on the Mortgage Loans due on or before the Cut-off Date:
(a) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(b) all
payments on account of interest on the Mortgage Loans, adjusted to the Mortgage
Loan Remittance Rate;
(c) all
proceeds from a Cash Liquidation;
(d) all
PMI
Proceeds, Government Insurance Proceeds and Other Insurance Proceeds, including
amounts required to be deposited pursuant to Sections 4.08 and 4.10, other
than
proceeds to be applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with Countrywide’s normal servicing
procedures, the loan documents or applicable law;
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(e) all
Condemnation Proceeds affecting any Mortgaged Property that are not released
to
the Mortgagor in accordance with Countrywide’s normal servicing procedures, the
loan documents or applicable law;
(f) all
Monthly Advances;
(g) any
amounts required to be deposited by Countrywide pursuant to Section 4.10 in
connection with the deductible clause in any blanket hazard insurance policy
(such deposit shall be made from Countrywide’s own funds, without reimbursement
therefor);
(h) the
Prepayment Interest Shortfall Amount, if any, for the month of distribution
(such deposit shall be made from Countrywide’s own funds, without reimbursement
therefor up to a maximum amount per month equal to the lesser of one half of
(a) one-twelfth of the product of (i) the Servicing Fee Rate and
(ii) the Stated Principal Balance of such Mortgage Loans, or (b) the
aggregate Servicing Fee actually received for such month for the Mortgage
Loans); and
(i) any
amounts required to be deposited by Countrywide in connection with any REO
Property pursuant to Section 4.13.
The
foregoing requirements for deposit in the Custodial Account are exclusive.
The
Purchaser understands and agrees that, without limiting the generality of the
foregoing, payments in the nature of late payment charges, prepayment penalties
and assumption fees (to the extent permitted by Section 4.16) need not be
deposited by Countrywide in the Custodial Account. Any interest paid by the
depository institution on funds deposited in the Custodial Account shall accrue
to the benefit of Countrywide and Countrywide shall be entitled to retain and
withdraw such interest from the Custodial Account pursuant to
Section 4.05(d).
Section
4.05 Permitted
Withdrawals From the Custodial Account.
Countrywide
may, from time to time, withdraw funds from the Custodial Account for the
following purposes:
(a) to
make
payments to the Purchaser in the amounts and in the manner provided for in
Sections 5.01 and 5.03;
(b) to
reimburse itself for Monthly Advances (Countrywide’s reimbursement for Monthly
Advances shall be limited to amounts received on the related Mortgage Loan
(or
to amounts received on the Mortgage Loans as a whole if the Monthly Advance
is
made due to a shortfall in a Monthly Payment made by a Mortgagor entitled to
relief under the Servicemembers’ Civil Relief Act) which represent Late
Collections, net of the related Servicing Fee and LPMI Fee, if applicable.
Countrywide’s right to reimbursement hereunder shall be prior to the rights of
the Purchaser. Notwithstanding the foregoing, Countrywide may reimburse itself
for Monthly Advances from any funds in the Custodial Account if it has
determined that such funds are nonrecoverable advances or if all funds, with
respect to the related Mortgage Loan, have previously been remitted to the
Purchaser);
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(c) to
reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
Fees (Countrywide’s reimbursement for Servicing Advances and/or Servicing Fees
hereunder with respect to any Mortgage Loan shall be limited to proceeds from
Cash Liquidation, Liquidation Proceeds, Condemnation Proceeds, PMI Proceeds,
Government Insurance Proceeds and Other Insurance Proceeds; provided, however,
that Countrywide may reimburse itself for Servicing Advances and Servicing
Fees
from any funds in the Custodial Account if all funds, with respect to the
related Mortgage Loan, have previously been remitted to the Purchaser.
Notwithstanding the foregoing, with respect to each Government Mortgage Loan,
Countrywide shall not be entitled to reimbursement of any Servicing Advances
that constitute losses and expenses for which an issuer of GNMA securities
would
be responsible, pursuant to Chapter 4 of the GNMA Handbook 5500.2, if such
Government Mortgage Loan had been included in a GNMA security);
(d) to
pay to
itself as servicing compensation (i) any interest earned on funds in the
Custodial Account (all such interest to be withdrawn monthly not later than
each
Remittance Date), and (ii) the Servicing Fee and the LPMI Fee, if
applicable, from that portion of any payment or recovery of interest on a
particular Mortgage Loan;
(e) to
reimburse itself for any amounts deposited in the Custodial Account in error;
and
(f) to
clear
and terminate the Custodial Account upon the termination of this
Agreement.
Upon
request, Countrywide will provide the Purchaser with copies of invoices or
other
documentation relating to Servicing Advances that have been reimbursed from
the
Custodial Account.
Section
4.06 Establishment
of Escrow Accounts; Deposits in Escrow Accounts.
Countrywide
shall segregate and hold all funds collected and received pursuant to each
Mortgage Loan which constitute Escrow Payments separate and apart from any
of
its own funds and general assets and shall establish and maintain one (1) or
more Escrow Accounts in the form of time deposit or demand accounts, which
accounts shall be Eligible Accounts. The creation of the Escrow Account shall
be
evidenced by a certificate delivered by Countrywide (“Escrow
Account Certification”)
in the
form of Exhibit E attached hereto.
Countrywide
shall deposit in the Escrow Account(s) within two (2) Business Days, and retain
therein, (a) all Escrow Payments collected on account of the Mortgage
Loans, and (b) all Other Insurance Proceeds that are to be applied to the
restoration or repair of any Mortgaged Property. Countrywide shall make
withdrawals therefrom only to effect such payments as are required under this
Agreement, and for such other purposes in accordance with Section 4.07.
Countrywide shall be entitled to retain any interest paid by the depository
institution on funds deposited in the Escrow Account except interest on escrowed
funds required by law to be paid to the Mortgagor. Countrywide shall pay
Mortgagor interest on the escrowed funds at the rate required by law
notwithstanding that the Escrow Account is non-interest bearing or the interest
paid by the depository institution thereon is insufficient to pay the Mortgagor
interest at the rate required by law.
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Section
4.07 Permitted
Withdrawals From Escrow Account.
Countrywide
may, from time to time, withdraw funds from the Escrow Account(s) for the
following purposes: (a) to effect timely payments of ground rents, taxes,
assessments, water rates, mortgage insurance premiums, PMI Policy premiums,
if
applicable, and comparable items; (b) to reimburse Countrywide for any
Servicing Advance made by Countrywide with respect to a related Mortgage Loan;
provided, however, that such reimbursement shall only be made from amounts
received on the related Mortgage Loan that represent late payments or
collections of Escrow Payments thereunder; (c) to refund to the Mortgagor
any funds as may be determined to be overages; (d) for transfer to the
Custodial Account in accordance with the terms of this Agreement; (e) for
application to restoration or repair of the Mortgaged Property; (f) to pay
to Countrywide, or to the Mortgagors to the extent required by law, any interest
paid on the funds deposited in the Escrow Account; (g) to reimburse itself
for any amounts deposited in the Escrow Account in error; (h) to withdraw
suspense payments that are deposited into the Escrow Account, or (i) to
clear and terminate the Escrow Account on the termination of this
Agreement.
Section
4.08 Transfer
of Accounts; Investment Losses.
Countrywide
may transfer the Custodial Account or the Escrow Account to a different
depository institution from time to time provided that such Custodial Account
and Escrow Account shall at all times be Eligible Accounts. Countrywide shall
promptly notify the Purchaser of any such transfer.
Prior
to
the related Remittance Date, the amount of any losses incurred in respect of
any
investments of funds in the Custodial Account or the Escrow Account by
Countrywide shall be deposited in such account by Countrywide out of its own
funds immediately as realized.
Section
4.09 Payment
of Taxes, Insurance and Other Charges; Maintenance of PMI Policies; Collections
Thereunder.
With
respect to each Mortgage Loan, Countrywide shall maintain accurate records
reflecting the status of (a) ground rents, taxes, assessments, water rates
and other charges that are or may become a lien upon the Mortgaged Property;
(b) primary mortgage insurance premiums; (c) with respect to Mortgage
Loans insured by the FHA, mortgage insurance premiums, and (d) fire and
hazard insurance premiums. Countrywide shall obtain, from time to time, all
bills for the payment of such charges, including renewal premiums, and shall
effect payment thereof prior to the applicable penalty or termination date
and
at a time appropriate for securing maximum discounts allowable using Escrow
Payments which shall have been estimated and accumulated by Countrywide in
amounts sufficient for such purposes. To the extent that the Mortgage does
not
provide for Escrow Payments, Countrywide shall determine that any such payments
are made by the Mortgagor at the time they first become due. Countrywide assumes
full responsibility for the timely payment of all such bills and shall effect
timely payments of all such bills, irrespective of the Mortgagor’s faithful
performance in the payment of same or the making of the Escrow Payments, and
shall make advances from its own funds to effect such payments.
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Countrywide
will maintain in full force and effect, a PMI Policy issued by a Qualified
Insurer with respect to each Mortgage Loan for which such coverage is herein
required. Such coverage will be maintained until the LTV or the Updated LTV
of
the related Mortgage Loan is reduced to 80% or less in the case of a Mortgage
Loan having a LTV at origination in excess of 80%. Countrywide will not cancel
or refuse to renew any PMI Policy in effect on the Closing Date that is required
to be kept in force under this Agreement unless a replacement PMI Policy is
obtained from and maintained with an insurer that is approved by an Agency.
Countrywide shall not take any action that would result in non-coverage under
any applicable PMI Policy of any loss that, but for the actions of Countrywide,
would have been covered thereunder. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant to
Section 4.16, Countrywide shall promptly notify the insurer under the
related PMI Policy, if any, of such assumption or substitution of liability
in
accordance with the terms of such policy and shall take all actions that may
be
required by such insurer as a condition to the continuation of coverage under
the PMI Policy. If such PMI Policy is terminated as a result of such assumption
or substitution of liability, Countrywide shall obtain a replacement PMI Policy
as provided above. The related PMI Policy for any LPMI Loan also shall be
maintained in accordance with the applicable provisions of this
paragraph.
Unless
otherwise provided in the related purchase confirmation, no Mortgage Loan has
in
effect as of the Closing Date any mortgage pool insurance policy or other credit
enhancement, except for any PMI Policy, MIC or LGC and the insurance or
guarantee relating thereto, as applicable (excluding such exception, the
“Credit
Enhancement”),
and
Countrywide shall not be required to take into consideration the existence
of
any such Credit Enhancement for the purposes of performing its servicing
obligations hereunder. If the Purchaser shall at any time after the related
Closing Date notify Countrywide in writing of its desire to obtain any such
Credit Enhancement, the Purchaser and Countrywide shall thereafter negotiate
in
good faith for the procurement and servicing of such Credit
Enhancement.
In
connection with its activities as servicer, Countrywide agrees to prepare and
present, on behalf of itself and the Purchaser, claims to the insurer under
any
PMI Policy in a timely fashion in accordance with the terms of such PMI Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any PMI Policy respecting a defaulted Mortgage
Loan.
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Section
4.10 Maintenance
of Hazard Insurance.
Countrywide
shall cause to be maintained, for each Mortgage Loan, fire and hazard insurance
by a Qualified Insurer with extended coverage as is customary in the area where
the Mortgaged Property is located in an amount that is equal to the lesser
of
(a) the maximum insurable value of the improvements securing such Mortgage
Loan or (b) the greater of (i) the unpaid principal balance of the
Mortgage Loan, and (ii) the percentage such that the proceeds thereof shall
be sufficient to prevent the Mortgagor and/or the Mortgagee from becoming a
co-insurer. If the Mortgaged Property is in an area identified in the Federal
Register by the Flood Emergency Management Agency as having special flood
hazards and such flood insurance has been made available, Countrywide shall
cause to be maintained a flood insurance policy meeting the requirements of
the
current guidelines of the National Flood Insurance Administration program (or
any successor thereto) with a generally acceptable insurance carrier and with
coverage in an amount not less than the lesser of (x) the unpaid principal
balance of the Mortgage Loan; (y) the maximum insurable value of the
improvements securing such Mortgage Loan; or (z) the maximum amount of
insurance which is available under the National Flood Insurance Reform Act
of
1994. Countrywide shall also maintain on REO Property, (1) fire and hazard
insurance with extended coverage in an amount that is not less than the maximum
insurable value of the improvements that are a part of such property;
(2) liability insurance; and (3) to the extent required and available
under the National Flood Insurance Reform Act of 1994, flood insurance in an
amount as provided above. Countrywide shall deposit in the Custodial Account
all
amounts collected under any such policies except (A) amounts to be
deposited in the Escrow Account and applied to the restoration or repair of
the
Mortgaged Property or REO Property and (B) amounts to be released to the
Mortgagor in accordance with Countrywide’s normal servicing procedures. The
Purchaser understands and agrees that no earthquake or other additional
insurance on property acquired in respect of the Mortgage Loan shall be
maintained by Countrywide or Mortgagor. All such policies shall be endorsed
with
standard mortgagee clauses with loss payable to Countrywide and shall provide
for at least thirty (30) days prior written notice to Countrywide of any
cancellation, reduction in the amount of coverage or material change in
coverage. Countrywide shall not interfere with the Mortgagor’s freedom of choice
in selecting either the insurance carrier or agent; provided, however, that
Countrywide shall only accept insurance policies from insurance companies
acceptable to an Agency and licensed to do business in the state wherein the
property subject to the policy is located.
The
hazard insurance policies for each Mortgage Loan secured by a unit in a
condominium development or planned unit development shall be maintained with
respect to such Mortgage Loan and the related development in a manner which
is
consistent with ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac requirements.
Section
4.11 [Reserved].
Section
4.12 Fidelity
Bond; Errors and Omissions Insurance.
Countrywide
shall maintain, at its own expense, a blanket Fidelity Bond and an errors and
omissions insurance policy with responsible companies, with broad coverage
of
all officers, employees or other persons acting in any capacity with regard
to
the Mortgage Loan who handle funds, money, documents or papers relating to
the
Mortgage Loan. The Fidelity Bond and errors and omissions insurance shall be
in
the form of the Mortgage Banker’s Blanket Bond and shall protect and insure
Countrywide against losses, including forgery, theft, embezzlement, fraud,
errors and omissions and negligent acts of its officers, employees and agents.
Such Fidelity Bond shall also protect and insure Countrywide against losses
in
connection with the failure to maintain any insurance policies required pursuant
to this Agreement and the release or satisfaction of a Mortgage Loan without
having obtained payment in full of the indebtedness secured thereby. No
provision of this Section 4.12 shall diminish or relieve Countrywide from
its duties and obligations as set forth in this Agreement. The minimum coverage
under any such Fidelity Bond and errors and omissions insurance policy shall
be
at least equal to the corresponding amounts required by an Agency for an
approved seller/servicer. The minimum coverage under any such Fidelity Bond
and
insurance policy shall be at least equal to the corresponding amounts required
by ▇▇▇▇▇▇ Mae in the ▇▇▇▇▇▇ ▇▇▇ Servicing Guide, as amended or restated from
time to time, or in an amount as may be permitted to Countrywide by waiver
of
▇▇▇▇▇▇ Mae. Upon request of the Purchaser, Countrywide shall cause to be
delivered to the Purchaser a certified true copy of such Fidelity Bond or a
certificate evidencing the same with a statement that Countrywide shall endeavor
to provide written notice to the Purchaser 30 days prior to modification or
any
material change.
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Section
4.13 Title,
Management and Disposition of REO Property.
(a) Title.
In the
event that title to the Mortgaged Property is acquired in foreclosure or by
deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in the
name of Countrywide for the benefit of the Purchaser or its nominee, or in
the
event the Purchaser is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be adversely
affected under the “doing business” or tax laws of such state by so holding
title, the deed or certificate of sale shall be taken in the name of such
Person(s) as shall be consistent with an Opinion of Counsel obtained by
Countrywide from an attorney duly licensed to practice law in the state where
the REO Property is located. Any Person(s) holding such title other than the
Purchaser shall acknowledge in writing that such title is being held as nominee
for the benefit of the Purchaser.
(b) Management.
Countrywide shall either itself or through an agent selected by Countrywide,
manage, conserve, protect and operate each REO Property in the same manner
that
it manages, conserves, protects and operates other foreclosed property for
its
own account. Countrywide shall cause each REO Property to be inspected promptly
upon the acquisition of title thereto and shall cause each REO Property to
be
inspected at least annually thereafter or more frequently as required by the
circumstances. Countrywide shall make or cause to be made a written report
of
each such inspection. Such reports shall be retained in the Credit File and
copies thereof shall be forwarded by Countrywide to the Purchaser within five
(5) days of the Purchaser’s request therefor. Countrywide shall attempt to sell
the REO Property (and may temporarily rent the same) on such terms and
conditions as Countrywide deems to be in the best interest of the Purchaser.
Countrywide shall deposit, or cause to be deposited, within two (2) Business
Days of receipt, in the Custodial Account all revenues received with respect
to
each REO Property and shall withdraw therefrom funds necessary for the proper
operation, management and maintenance of each REO Property, including the cost
of maintaining any hazard insurance pursuant to Section 4.10 hereof and the
fees of any managing agent acting on behalf of Countrywide. Notwithstanding
anything contained in this Agreement to the contrary, upon written notice to
Countrywide, the Purchaser may elect to assume the management and control of
any
REO Property; provided, however, that prior to giving effect to such election,
the Purchaser shall reimburse Countrywide for all previously unreimbursed or
unpaid Monthly Advances, Servicing Advances and Servicing Fees related to such
REO Property.
(c) Disposition.
Subject
to the following paragraph, Countrywide shall use reasonable efforts to dispose
of each REO Property as soon as possible and shall sell each REO Property no
later than one (1) year after title to such REO Property has been obtained,
unless Countrywide determines, and gives an appropriate notice to the Purchaser,
that a longer period is necessary for the orderly disposition of any REO
Property. If a period longer than one (1) year is necessary to sell any REO
Property, Countrywide shall, if requested by the Purchaser, report monthly
to
the Purchaser as to the progress being made in selling such REO
Property.
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Each
REO
Disposition shall be carried out by Countrywide at such price and upon such
terms and conditions as Countrywide deems to be in a manner that maximizes
the
net present value of the recovery to the Purchaser. If, as of the date title
to
any REO Property was acquired by Countrywide, there were outstanding
unreimbursed Servicing Advances, Monthly Advances or Servicing Fees with respect
to the REO Property or the related Mortgage Loan, Countrywide, upon an REO
Disposition of such REO Property, shall be entitled to reimbursement for any
related unreimbursed Servicing Advances, Monthly Advances and Servicing Fees
from proceeds received in connection with such REO Disposition. The proceeds
from the REO Disposition, net of any payment to Countrywide as provided above,
shall be deposited in the Custodial Account and distributed to the Purchaser
in
accordance with Section 5.01.
Section
4.14 Notification
of Adjustments.
With
respect to each Adjustable Rate Mortgage Loan, Countrywide shall adjust the
Mortgage Interest Rate on the related Interest Adjustment Date and shall adjust
the Monthly Payment on the related Payment Adjustment Date in compliance with
the requirements of applicable law and the related Mortgage and Mortgage Note.
If, pursuant to the terms of the Mortgage Note, another index is selected for
determining the Mortgage Interest Rate because the original index is no longer
available, the same index will be used with respect to each Mortgage Note which
requires a new index to be selected, provided that such selection does not
conflict with the terms of the related Mortgage Note. Countrywide shall execute
and deliver any and all necessary notices required under applicable law and
the
terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest
Rate and the Monthly Payment adjustments. Countrywide shall promptly, upon
written request therefor, deliver to the Purchaser such notifications and any
additional applicable data regarding such adjustments and the methods used
to
calculate and implement such adjustments. Upon the discovery by Countrywide
or
the Purchaser that Countrywide has failed to adjust a Mortgage Interest Rate
or
a Monthly Payment pursuant to the terms of the related Mortgage Note and
Mortgage, Countrywide shall immediately deposit in the Custodial Account, from
its own funds, the amount of any interest loss caused the Purchaser thereby
without reimbursement therefor.
Section
4.15 Notification
of Maturity Date.
With
respect to each Balloon Mortgage Loan, Countrywide shall execute and deliver
to
the Mortgagor any and all necessary notices required under applicable law and
the terms of the related Mortgage Note and Mortgage regarding the maturity
date
and final balloon payment.
-26-
Section
4.16 Assumption
Agreements.
Countrywide
shall, to the extent it has knowledge of any conveyance or prospective
conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under any “due-on-sale”
clause to the extent permitted by law; provided, however, that Countrywide
shall
not exercise any such right if prohibited from doing so by law or the terms
of
the Mortgage Note or if the exercise of such right would impair or threaten
to
impair any recovery under the related PMI Policy, if any. If Countrywide
reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, Countrywide shall enter into an assumption agreement with
the Person to whom the Mortgaged Property has been conveyed or is proposed
to be
conveyed, pursuant to which such Person becomes liable under the Mortgage Note
and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. Where an assumption is allowed pursuant to this
Section 4.16, the Purchaser authorizes Countrywide, with the prior written
consent of the primary mortgage insurer, if any, to enter into a substitution
of
liability agreement with the Person to whom the Mortgaged Property has been
conveyed or is proposed to be conveyed pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the related Mortgage Note. Any such substitution of
liability agreement shall be in lieu of an assumption agreement.
In
connection with any such assumption or substitution of liability, Countrywide
shall follow the underwriting practices and procedures employed by Countrywide
for mortgage loans originated by Countrywide for its own account in effect
at
the time such assumption or substitution is made. With respect to an assumption
or substitution of liability, the Mortgage Interest Rate borne by the related
Mortgage Note, the term of the Mortgage Loan and the outstanding principal
amount of the Mortgage Loan shall not be changed. Countrywide shall notify
the
Purchaser that any such substitution of liability or assumption agreement has
been completed by forwarding to the Purchaser or its designee the original
of
any such substitution of liability or assumption agreement, which document
shall
be added to the related Collateral File and shall, for all purposes, be
considered a part of such Collateral File to the same extent as all other
documents and instruments constituting a part thereof.
Notwithstanding
anything to the contrary contained herein, Countrywide shall not be deemed
to be
in default, breach or any other violation of its obligations hereunder by reason
of any assumption of a Mortgage Loan by operation of law or any assumption
that
Countrywide may be restricted by law from preventing, for any reason whatsoever.
For purposes of this Section 4.16, the term “assumption” is deemed to also
include a sale of the Mortgaged Property subject to the Mortgage that is not
accompanied by an assumption or substitution of liability
agreement.
Section
4.17 Satisfaction
of Mortgages and Release of Collateral Files.
Upon
the
payment in full of any Mortgage Loan, or the receipt by Countrywide of a
notification that payment in full will be escrowed in a manner customary for
such purposes, Countrywide shall immediately notify the Purchaser. Such notice
shall include a statement to the effect that all amounts received or to be
received in connection with such payment, which are required to be deposited
in
the Custodial Account pursuant to Section 4.04, have been or will be so
deposited and shall request delivery to it of the portion of the Collateral
File
held by the Purchaser. Upon receipt of such notice and request, the Purchaser,
or its designee, shall within five (5) Business Days release or cause to be
released to Countrywide the related Collateral Documents and Countrywide shall
prepare and process any satisfaction or release. In the event that the Purchaser
fails to release or cause to be released to Countrywide the related Collateral
Documents within five (5) Business Days of Countrywide’s request therefor, the
Purchaser shall be liable to Countrywide for any additional expenses or costs,
including, but not limited to, outsourcing fees and penalties, incurred by
Countrywide resulting from such failure. No expense incurred in connection
with
any instrument of satisfaction or deed of reconveyance shall be chargeable
to
the Custodial Account.
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In
the
event Countrywide satisfies or releases a Mortgage without having obtained
payment in full of the indebtedness secured by the Mortgage or should it
otherwise prejudice any right the Purchaser may have under the mortgage
instruments, Countrywide, upon written demand, shall remit to the Purchaser
the
then unpaid principal balance of the related Mortgage Loan by deposit thereof
in
the Custodial Account. Countrywide shall maintain the Fidelity Bond insuring
Countrywide against any loss it may sustain with respect to any Mortgage Loan
not satisfied in accordance with the procedures set forth herein.
From
time
to time and as appropriate for the service or foreclosure of a Mortgage Loan,
including for the purpose of collection under any PMI Policy, the Purchaser
shall, within five (5) Business Days of Countrywide’s request and delivery to
the Purchaser, or the Purchaser’s designee, of a servicing receipt signed by a
Servicing Officer, release or cause to be released to Countrywide the portion
of
the Collateral File held by the Purchaser or its designee. Pursuant to the
servicing receipt, Countrywide shall be obligated to return to the Purchaser
the
related Collateral File when Countrywide no longer needs such file, unless
the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the
Mortgage Loan have been deposited in the Custodial Account or the Collateral
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially. In the event that the Purchaser
fails to release or cause to be released to Countrywide the portion of the
Collateral File held by the Purchaser or its designee within five (5) Business
Days of Countrywide’s request therefor, the Purchaser shall be liable to
Countrywide for any additional expenses or costs, including, but not limited
to,
outsourcing fees and penalties, incurred by Countrywide resulting from such
failure. Upon receipt of notice from Countrywide stating that such Mortgage
Loan
was liquidated, the Purchaser shall release Countrywide from its obligations
under the related servicing receipt.
Section
4.18 Servicing
Compensation.
As
compensation for its services hereunder, Countrywide shall be entitled to
withdraw from the Custodial Account, or to retain from interest payments on
the
Mortgage Loans, the amounts provided for as Servicing Fees. Additional servicing
compensation in the form of assumption fees (as provided in Section 4.16),
late payment charges, Prepayment Penalties or otherwise shall be retained by
Countrywide to the extent not required to be deposited in the Custodial Account.
Countrywide shall be required to pay all expenses incurred by it in connection
with its servicing activities hereunder and shall not be entitled to
reimbursement therefor except as specifically provided herein.
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Section
4.19 Credit
Reporting
Countrywide
will fully furnish, in accordance with the Fair Credit Reporting Act, and its
implementing regulations, accurate and complete information (i.e., favorable
and
unfavorable) on its Mortgagor credit files to Equifax, Experian and Trans Union
Credit Information Company on a monthly basis.
ARTICLE
V.
PROVISIONS
OF PAYMENTS AND REPORTS TO PURCHASER
Section
5.01 Distributions.
On
each
Remittance Date, Countrywide shall distribute by wire transfer of immediately
available funds to the Purchaser (a) all amounts credited to the Custodial
Account as of the close of business on the preceding Determination Date, net
of
charges against or withdrawals from the Custodial Account pursuant to
Section 4.05; plus (b) all Monthly Advances, if any, that Countrywide
is obligated to distribute pursuant to Section 5.03; minus (c) any
amounts attributable to Principal Prepayments received after the related
Principal Prepayment Period; minus (d) any amounts attributable to Monthly
Payments collected but due on a Due Date or Dates subsequent to the preceding
Determination Date. It is understood that, by operation of Section 4.04,
the remittance on the first Remittance Date is to include principal collected
after the Cut-off Date through the preceding Determination Date plus interest,
adjusted to the Mortgage Loan Remittance Rate, collected through such
Determination Date exclusive of any portion thereof allocable to the period
prior to the Cut-off Date, with the adjustments specified in (b), (c) and (d)
above.
With
respect to any remittance received by the Purchaser after the Business Day
on
which such payment was due, Countrywide shall pay to the Purchaser interest
on
any such late payment at an annual rate equal to the rate of interest published
as the average rate in The Wall Street Journal, as its prime lending rate,
adjusted as of the date of each change, plus one percent (1%), but in no event
greater than the maximum amount permitted by applicable law. Such interest
shall
be paid by Countrywide to the Purchaser on the date such late payment is made
and shall cover the period commencing with the Business Day on which such
payment was due and ending with the Business Day immediately preceding the
Business Day on which such payment is made, both inclusive. The payment by
Countrywide of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by Countrywide.
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Section
5.02 Periodic
Reports to the Purchaser.
(a) Monthly
Reports.
On or
prior to the fifth (5th) Business Day of each month, Countrywide shall furnish
to the Purchaser, or its designee, via any electronic medium a monthly report
containing the information required by Exhibit J hereto in a format reasonably
acceptable to the Purchaser and Countrywide, which report shall include with
respect to each Mortgage Loan the following loan-level information: (i) the
scheduled balance as of the last day of the related Due Period, (ii) all
Principal Prepayments applied to the Mortgagor’s account during the related
Principal Prepayment Period, and (iii) the delinquency and bankruptcy
status of the Mortgage Loan, if applicable; provided, that Countrywide will
not
be required to provide information regarding Prepayment Penalties to the extent
such Prepayment Penalties are retained by Countrywide.
(b) Miscellaneous
Reports.
Upon
the foreclosure sale of any Mortgaged Property or the acquisition thereof by
the
Purchaser pursuant to a deed-in-lieu of foreclosure, Countrywide shall submit
to
the Purchaser a liquidation report with respect to such Mortgaged Property,
which report may be included with any other reports prepared by Countrywide
and
delivered to the Purchaser pursuant to the terms and conditions of this
Agreement. With respect to any REO Property, and upon the request of the
Purchaser, Countrywide shall furnish to the Purchaser a statement describing
Countrywide’s efforts during the previous month in connection with the sale of
such REO Property, including any rental of such REO Property incidental to
the
sale thereof and an operating statement. Countrywide shall also provide the
Purchaser with such information concerning the Mortgage Loans as is necessary
for the Purchaser to prepare its federal income tax return and as the Purchaser
may reasonably request from time to time. The Purchaser agrees to pay for all
reasonable out-of-pocket expenses incurred by Countrywide in connection with
complying with any request made by the Purchaser hereunder if such information
is not customarily provided by Countrywide in the ordinary course of servicing
mortgage loans similar to the Mortgage Loans.
In
addition, within a reasonable period of time after the end of each calendar
year, Countrywide will furnish a report to each Person that was a Purchaser
at
any time during such calendar year. Such report shall state the aggregate of
amounts distributed to the Purchaser for such calendar year. Such obligation
of
Countrywide shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by Countrywide pursuant
to any requirements of the Code or this Agreement.
Section
5.03 Monthly
Advances by Countrywide.
Not
later
than the close of business on the Determination Date preceding each Remittance
Date, Countrywide shall deposit in the Custodial Account an amount equal to
all
payments not previously advanced by Countrywide, whether or not deferred
pursuant to Section 5.01, of principal (due after the Cut-off Date) and
interest not allocable to the period prior to the Cut-off Date, adjusted to
the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent
as of the close of business on the Business Day prior to the related
Determination Date. Notwithstanding anything to the contrary herein, Countrywide
may use amounts on deposit in the Custodial Account for future distribution
to
the Purchaser to satisfy its obligation, if any, to deposit delinquent amounts
pursuant to the preceding sentence. To the extent Countrywide uses any funds
being held for future distribution to the Purchaser to satisfy its obligations
under this Section 5.03, Countrywide shall deposit in the Custodial Account
an amount equal to such used funds no later than the Determination Date prior
to
the following Remittance Date to the extent that funds in the Custodial Account
on such Remittance Date are less than the amounts to be remitted to the
Purchaser pursuant to Section 5.01.
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Countrywide’s
obligation to make such advances as to any Mortgage Loan will continue through
the earliest of: (a) the last Monthly Payment due prior to the payment in
full of the Mortgage Loan; (b) the Remittance Date prior to the Remittance
Date for the distribution of any Liquidation Proceeds, Other Insurance Proceeds
or Condemnation Proceeds which, in the case of Other Insurance Proceeds and
Condemnation Proceeds, satisfy in full the indebtedness of such Mortgage Loan;
or (c) the Remittance Date prior to the date the Mortgage Loan is converted
to REO Property; provided, however, with respect to any Government Mortgage
Loan
that is converted to REO Property, Countrywide’s obligation to make such
advances will continue in accordance with the applicable governmental agency’s
guidelines. In no event shall Countrywide be obligated to make an advance under
this Section 5.03 if at the time of such advance it reasonably determines
that such advance will be unrecoverable.
Section
5.04 Annual
Statement as to Compliance.
Countrywide
will deliver to the Purchaser or its designee (a) on or prior to March
15, 2006,
an
Officer’s Certificate stating that (i) a review of the activities of
Countrywide during the preceding calendar year and its performance under the
servicing obligations of the Agreement has been made under such officer’s
supervision, and (ii) to the best of such officer’s knowledge, based on
such review, Countrywide has fulfilled all its servicing obligations under
this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and the action being taken by
Countrywide to cure such default and (b) on or before March 5th
of each
year thereafter beginning March 5, 2007, Countrywide’s compliance statement
required by Item 1123 of Regulation AB, which as of the date hereof
requires a statement, signed by an authorized officer of Countrywide, to the
effect that (i) a review of Countrywide’s servicing activities during the prior
calendar year and of its performance of the servicing obligations under this
Agreement has been made under such officer’s supervision, and (ii) to the best
of such officers’ knowledge, based on such review, Countrywide has fulfilled all
of its servicing obligations under this Agreement in all material respects
throughout the period covered by the prior calendar year or, if there has been
a
failure to fulfill any such servicing obligation in any material respect, a
statement of such failure known to such officer and the nature and the status
thereof.
Section
5.05 Annual
Independent Certified Public Accountants’ Servicing
Report.
Countrywide
shall (a) on or prior to March 15, 2006, at its expense, shall cause a firm
of
independent public accountants which is a member of the American Institute
of
Certified Public Accountants to furnish a statement to the Purchaser or the
Master Servicer to the effect that such firm has, with respect to Countrywide’s
overall servicing operations, examined such operations in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers,
stating such firm’s conclusions relating thereto and (b) on or before March
5th
of each
year thereafter beginning March 5, 2007, furnish to the Purchaser a report
by a registered public accounting firm that attests to, and reports on, the
assessment made by Countrywide pursuant to Subsection 5.07 as required by
Rules 13a-18 and 15d-18 of the Securities Exchange Act and
Section 1122(b) of Regulation AB, which attestation shall be in accordance
with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the
Securities Act and the Securities Exchange Act.
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Section
5.06 Purchaser’s
Access to Countrywide’s Records.
The
Purchaser shall have access upon reasonable notice to Countrywide, during
regular business hours or at such other times as might be reasonable under
applicable circumstances, to any and all of the books and records of Countrywide
that relate to the performance or observance by Countrywide of the terms,
covenants or conditions of this Agreement. Further, Countrywide hereby
authorizes the Purchaser, in connection with a sale of the Mortgage Loans,
to
make available to prospective purchasers a Consolidated Statement of Operations
of Countrywide, or its parent company, prepared by or at the request of
Countrywide for the most recently completed three (3) fiscal years for which
such a statement is available as well as a Consolidated Statement of Condition
at the end of the last two (2) fiscal years covered by such Consolidated
Statement of Operations. Countrywide also agrees to make available to any
prospective purchaser, upon reasonable notice and during normal business hours,
a knowledgeable financial or accounting officer for the purpose of answering
questions respecting Countrywide’s ability to perform under this Agreement. The
Purchaser agrees to reimburse Countrywide for any out-of-pocket costs incurred
by Countrywide in connection with its obligations under this
Section 5.06.
During
the term of this Agreement, Countrywide shall furnish to the Purchaser such
periodic, special, or other reports or information, and copies or originals
of
any documents contained in the Credit File for each Mortgage Loan provided
for
herein. All such special reports, documents, information, or cooperation
provided for herein as shall be necessary, reasonable, or appropriate with
respect to the Purchaser or any regulatory agency shall be provided at the
Purchaser’s expense. All such reports, documents or information shall be
provided by and in accordance with all reasonable instructions and directions
which the Purchaser may give in writing to Countrywide.
Section
5.07 Assessment
of Servicing Compliance.
Countrywide
shall deliver to the Purchaser or its designee on or before March 5th
of each
year, beginning March 5, 2007, a report regarding its assessment of
compliance with Servicing Criteria as required by Rules 13a-18 and 15d-18
of the Securities Exchange Act and Item 1122 of Regulation AB, which as of
the date hereof require a report by Countrywide that contains the
following:
(a) A
statement of its responsibility of assessing the Servicing Criteria applicable
to Countrywide;
(b) A
statement that it used the Servicing Criteria to assess compliance with the
Servicing Criteria applicable to Countrywide;
(c) A
statement of Countrywide’s compliance with the applicable Servicing Criteria as
of the immediately preceding December 31 and for the period covered by the
preceding calendar year and disclosure of any material instance of noncompliance
with respect thereto; and
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(d) A
statement that a registered public accounting firm has issued an attestation
report on Countrywide’s compliance with the applicable Servicing Criteria as of
the immediately preceding December 31, and for the period covered by the
preceding calendar year.
Section
5.08 Subservicing
and Subcontracting.
Countrywide
shall not hire or otherwise utilize the services of any Subservicer to fulfill
any of the obligations of Countrywide as servicer under this Agreement or any
related Reconstitution Agreement unless Countrywide complies with the provisions
of paragraph (a) of this Section. Countrywide shall not hire or otherwise
utilize the services of any Subcontractor, and shall not permit any Subservicer
to hire or otherwise utilize the services of any Subcontractor, to fulfill
any
of the obligations of Countrywide as servicer under this Agreement or any
Reconstitution Agreement unless Countrywide complies with the provisions of
paragraph (b) of this Section.
(a) Countrywide
shall cause any Subservicer used by Countrywide (or by any Subservicer) for
the
benefit of the Purchaser, any Master Servicer and any Depositor to comply with
the provisions of this Section and with Sections 5.04, 5.05, 5.07, 5.09 and
5.10
of this Agreement to the same extent as if such Subservicer were Countrywide,
and to provide the information required with respect to such Subservicer under
Section 8.06(b)(ii) of this Agreement. Countrywide shall be responsible for
obtaining from each Subservicer and delivering to the Purchaser and any
Depositor any servicer compliance statement required to be delivered under
Section 5.04, any assessment of compliance and attestation required to be
delivered under Section 5.07 and any certification required to be delivered
to
the Person that will be responsible for signing the Sarbanes Certification
under
Section 8.06(e) as and when required to be delivered.
(b) It
shall
not be necessary for Countrywide to seek the consent of the Purchaser or any
Depositor to the utilization of any Subcontractor. If required for compliance
with Regulation AB and after written notice, Countrywide shall promptly provide
to the Purchaser and any Depositor (or any designee of the Depositor, such
as a
master servicer or administrator) a written description of the role and function
of each Subcontractor utilized by Countrywide or any Subservicer, specifying
(i)
the identity of each such Subcontractor, (ii) which (if any) of such
Subcontractors are “participating in the servicing function” within the meaning
of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (ii) of this paragraph.
With
respect to any Subcontractor determined to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, Countrywide shall
cause any such Subcontractor used by Countrywide (or by any Subservicer) for
the
benefit of the Purchaser and any Depositor to comply with this Section and
with
Sections 5.04, 5.05, 5.07, 5.09 and 5.10 of this Agreement to the same extent
as
if such Subcontractor were Countrywide. Countrywide shall be responsible for
obtaining from each Subcontractor and delivering to the Purchaser and any
Depositor any assessment of compliance and attestation required to be delivered
under Section 5.07 and the certification required to be delivered under Section
8.06(e), in each case as and when required to be delivered.
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Section
5.09 Additional
Monthly Reporting Requirements.
(a) In
connection with any Securitization Transfer, Countrywide shall provide to the
Master Servicer prompt notice of the occurrence of any of the following: any
Event of Default under the terms of this Agreement, any merger, consolidation
or
sale of substantially all of the assets of Countrywide, or Countrywide’s
engagement of any Subservicer or Subcontractor, to perform or assist in the
performance of any of Countrywide’s obligations under this
Agreement.
(b) To
the
extent the Purchaser or any Depositor does not itself have an affiliation or
relationship required to be disclosed under Item 1119 of Regulation AB that
develops following the closing date of a Securitization Transfer, Countrywide
shall provide to the Purchaser and any Depositor a description of any such
affiliation or relationship involving Countrywide, any Subservicer or any
Third-Party Originator no later than 15 calendar days prior to the date the
Depositor is required to file its Form 10-K disclosing such affiliation or
relationship. For purposes of the foregoing, Countrywide (1) shall be entitled
to assume that the parties to the Securitization Transfer with whom affiliations
or relations must be disclosed are the same as on the closing date if it
provides a written request (which may be by e-mail) to the Master Servicer
requesting such confirmation and either obtains such confirmation or receives
no
response within three (3) Business Days, (2) shall not be obligated to disclose
any affiliations or relationships that may develop after the closing date for
the Securitization Transfer with any parties not identified to Countrywide
pursuant to Section 8.06(b)(2)(C)(d), and (3) shall be entitled to rely upon
any
written identification of parties provided by the Depositor, the Purchaser
or
the Master Servicer.
(c) No
later
than ten days prior to the deadline for the filing of any Distribution Report
on
Form 10-D in respect of any Securitization Transfer that includes any of the
Mortgage Loans serviced by Countrywide, to the extent Countrywide has knowledge
of such events, Countrywide shall provide to the Master Servicer notice of
the
occurrence of any of the following events along with all material information,
data, and materials related thereto as may be reasonably required to be included
in the related Distribution Report on Form 10-D (as specified in the provisions
of Regulation AB referenced below):
(i) any
material modifications, extensions or waivers of Mortgage Loan terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(ii) material
breaches of Mortgage Loan representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(iii) information
regarding any Mortgage Loan changes (such as additions, substitutions or
repurchases), and any material changes in origination, underwriting or other
criteria for acquisition or selection of pool assets (Item 1121(a)(14) of
Regulation AB).
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Section
5.10 Additional
Information.
Countrywide
shall provide to the Master Servicer such additional information that is
reasonably obtainable by Countrywide as the Master Servicer may reasonably
request, including evidence of the authorization of the person signing any
certification or statement.
ARTICLE
VI.
COVENANTS
BY COUNTRYWIDE
Section
6.01 Indemnification
by Countrywide.
Countrywide
shall indemnify the Purchaser and its respective officers, directors, agents,
and affiliates, and such affiliates’ officers, directors, and agents harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary attorneys’ fees and related costs, judgments, and any
other costs, fees and expenses that the Purchaser may sustain in any way related
to the failure of Countrywide to perform its obligations hereunder including
its
obligations to service and administer the Mortgage Loans in compliance with
the
terms of this Agreement. Notwithstanding the foregoing, the Purchaser shall
indemnify Countrywide and hold it harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments, and any other costs, fees and expenses that
Countrywide may sustain in any way related to: (a) actions or inactions of
Countrywide which were taken or omitted upon the instruction or direction of
the
Purchaser; (b) the failure of the Purchaser to perform its obligations
hereunder, including clauses (i) and (ii) in Section 6.04; or
(c) the failure of the Custodian to perform its obligations under the
Custodial Agreement, including, without limitation, the Custodian’s failure to
deliver any of the following: i) Collateral Documents; ii) any
security agreement, chattel mortgage, or equivalent document executed in
connection with the related Mortgage; or iii) copy of any applicable power
of
attorney.
Section
6.02 Third
Party Claims.
Countrywide
and the Purchaser shall immediately notify the other if a claim is made upon
such party by a third party with respect to this Agreement or the Mortgage
Loans. Upon the prior written consent of the Purchaser, which consent shall
not
be unreasonably withheld, Countrywide shall assume the defense of any such
claim
and pay all expenses in connection therewith, including attorneys’ fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or the Purchaser in respect of such claim. The Purchaser shall
promptly reimburse Countrywide for all amounts advanced by it pursuant to the
preceding sentence except when as a result of such claim Countrywide is
otherwise required to indemnify the Purchaser pursuant to Section 6.01
hereof.
Section
6.03 Merger
or Consolidation of Countrywide.
Countrywide
shall keep in full effect its existence, rights and franchises as a limited
partnership under the laws of one of the states thereof, and will obtain and
preserve its qualification to do business as a foreign entity in each
jurisdiction in which such qualification is or shall be necessary to protect
the
validity and enforceability of this Agreement, or any of the Mortgage Loans,
and
to perform its duties under this Agreement.
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Notwithstanding
anything to the contrary contained herein, any Person into which Countrywide
may
be merged or consolidated, or any entity resulting from any merger, conversion
or consolidation to which Countrywide shall be a party, or any Person succeeding
to substantially all of the business of Countrywide, shall be the successor
of
Countrywide hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided, however, that
the successor or surviving Person shall be an institution whose deposits are
insured by FDIC or a company whose business is the servicing of mortgage loans,
unless otherwise consented to by the Purchaser, which consent shall not be
unreasonably withheld, and shall be qualified to service mortgage loans on
behalf of an Agency.
Section
6.04 Limitation
on Liability of Countrywide and Others.
Neither
Countrywide nor any of the officers, employees or agents of Countrywide shall
be
under any liability to the Purchaser for any action taken, or for refraining
from taking any action, in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect
Countrywide or any such person against any breach of warranties or
representations made herein, or the failure to perform its obligations in
compliance with any standard of care set forth in this Agreement, or any
liability which would otherwise be imposed by reason of any breach of the terms
and conditions of this Agreement. Countrywide and any officer, employee or
agent
of Countrywide may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. Notwithstanding anything to the contrary contained in this Agreement,
unless one or more Event of Default by Countrywide shall occur and shall not
have been remedied within the time limits set forth in Section 7.01(a) of
this Agreement, the Purchaser shall not record or cause to be recorded an
Assignment of Mortgage with the recording office. To the extent the Purchaser
records with the recording office as permitted herein an Assignment of Mortgage
which designates the Purchaser as the holder of record of the Mortgage, the
Purchaser agrees that it shall (i) provide Countrywide with immediate
notice of any action with respect to the Mortgage or the related Mortgaged
Property and ensure that the proper department or person at Countrywide receives
such notice; and (ii) immediately complete, sign and return to Countrywide
any document reasonably requested by Countywide to comply with its servicing
obligations, including without limitation, any instrument required to release
the Mortgage upon payment in full of the obligation or take any other action
reasonably required by Countrywide. The Purchaser further agrees that
Countrywide shall have no liability for the Purchaser’s failure to comply with
clauses (i) or (ii) in the foregoing sentence and/or the Custodian’s
failure to comply with the provisions of the Custodial Agreement. Countrywide
shall have no liability to the Purchaser and shall not be under any obligation
to appear in, prosecute or defend any legal action which is not incidental
to
its duties to service the Mortgage Loans in accordance with this Agreement
and
which in its opinion may involve it in any expenses or liability; provided,
however, that Countrywide may, with the consent of the Purchaser, undertake
any
such action which it may deem necessary or desirable to protect the Purchaser’s
interests in the Mortgage Loans. In such event, the legal expenses and costs
of
such action and any liability resulting therefrom shall be expenses, costs
and
liabilities for which the Purchaser will be liable, and Countrywide shall be
entitled to be reimbursed therefor from the Purchaser upon written demand except
when such expenses, costs and liabilities are subject to Countrywide’s
indemnification under Section 6.01.
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Section
6.05 No
Transfer of Servicing.
Countrywide
acknowledges that the Purchaser acts in reliance upon Countrywide’s independent
status, the adequacy of its servicing facilities, plant, personnel, records
and
procedures, its integrity, reputation and financial standing and the continuance
thereof. Without in any way limiting the generality of this Section, Countrywide
shall not assign this Agreement or the servicing rights hereunder, without
the
prior written approval of the Purchaser, which consent may not be unreasonably
withheld.
Subject
to the foregoing, Countrywide shall not resign from the obligations and duties
hereby imposed on it except by mutual consent of Countrywide and the Purchaser
or upon the determination that Countrywide’s duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. Any such determination permitting the resignation of Countrywide
shall be evidenced by an opinion of counsel to such effect delivered to the
Purchaser which opinion of counsel shall be in form and substance reasonably
acceptable to the Purchaser. No such resignation shall become effective until
a
successor shall have assumed Countrywide’s responsibilities and obligations
hereunder.
ARTICLE
VII.
TERMINATION
OF COUNTRYWIDE AS SERVICER
Section
7.01 Termination
Due to an Event of Default.
(a) Each
of
the following shall be an Event of Default by Countrywide if it shall occur
and,
if applicable, be continuing for the period of time set forth
therein:
(i) any
failure by Countrywide to remit to the Purchaser any payment required to be
made
under the terms of this Agreement which such failure continues unremedied for
a
period of two (2) Business Days after the date upon which written notice of
such
failure, requiring the same to be remedied, shall have been given to Countrywide
by the Purchaser; or
(ii) any
failure on the part of Countrywide to duly observe or perform in any material
respect any of the covenants or agreements on the part of Countrywide set forth
in this Agreement or in the Custodial Agreement, if any, which continues
unremedied for a period of thirty (30) days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given
to Countrywide by the Purchaser; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against Countrywide and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty (60) days;
or
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(iv) Countrywide
shall consent to the appointment of a conservator or receiver or liquidator
in
any insolvency, bankruptcy, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to Countrywide or of or
relating to all or substantially all of its property; or
(v) Countrywide
shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vi) any
failure on the part of Countrywide to duly observe or perform in any material
respect any of the covenants set forth in Sections 5.04, 5.05, 5.07, 5.08 or
8.06(e) which continues unremedied for a period of nine (9) days after the
date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to Countrywide by the Purchaser; or
(vii) Countrywide
shall fail to meet the servicer eligibility qualifications of ▇▇▇▇▇▇ ▇▇▇ and
▇▇▇▇▇▇▇ Mac.
In
case
one or more Events of Default by Countrywide shall occur and shall not have
been
remedied, the Purchaser, by notice in writing to Countrywide may, in addition
to
whatever rights the Purchaser may have at law or equity to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of Countrywide under this Agreement and in and to the Mortgage
Loans
and the proceeds thereof. On or after the receipt by Countrywide of such written
notice, all authority and power of Countrywide under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested
in
the Purchaser. Upon written request from the Purchaser, Countrywide shall
prepare, execute and deliver, any and all documents and other instruments and
do
or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise, at Countrywide’s sole expense. Countrywide agrees to cooperate with
the Purchaser in effecting the termination of Countrywide’s responsibilities and
rights hereunder, including the transfer to the Purchaser, for administration
by
it, of all cash amounts which shall at the time be credited by Countrywide
to
the Custodial Account or Escrow Account or thereafter received with respect
to
the Mortgage Loans.
(b) Waiver
of Event of Default.
The
Purchaser may waive any default by Countrywide in the performance of
Countrywide’s obligations hereunder and its consequences. Upon any such waiver
of a past default, such default shall cease to exist, and any Events of Default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto except to the extent expressly so
waived.
Section
7.02 Termination
by Other Means.
The
respective obligations and responsibilities of Countrywide shall terminate
with
respect to any Mortgage Loan Package upon the first to occur of: (a) the
later of the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or the disposition of all REO Property in
such Mortgage Loan Package and the remittance of all funds due hereunder;
(b) by mutual consent of Countrywide and the Purchaser in writing; or
(c) the Securitization Transfer of the last Mortgage Loan in such Mortgage
Loan Package.
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ARTICLE
VIII.
MISCELLANEOUS
Section
8.01 Notices.
All
demands, notices and communications required to be provided hereunder shall
be
in writing and shall be deemed to have been duly given if mailed, by registered
or certified mail, postage prepaid, and return receipt requested, or, if by
other means, when received by the other party at the address as
follows:
|
(i)
|
to
Countrywide:
|
Countrywide
Home Loans Servicing LP
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇▇▇▇▇▇▇/Investor Accounting
With
copy
to:
Countrywide
Home Loans, Inc.
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
General Counsel
|
(ii)
|
the
Purchaser:
|
To
the
address and contact set forth in the related assignment agreement
or
such
other address as may hereafter be furnished to the other party by like notice.
Any such demand, notice or communication hereunder shall be deemed to have
been
received on the date delivered to or received at the premises of the addressee
(as evidenced, in the case of registered or certified mail, by the date noted
on
the return receipt).
Section
8.02 Exhibits.
The
Exhibits to this Agreement are hereby incorporated and made a part hereof and
are an integral part of this Agreement.
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Section
8.03 General
Interpretive Principles.
For
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires:
(a) the
terms
defined in this Agreement have the meanings assigned to them in this Agreement
and include the plural as well as the singular, and the use of any gender herein
shall be deemed to include the other gender;
(b) accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(c) references
herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
Subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;
(d) reference
to a Subsection without further reference to a Section is a reference to such
Subsection as contained in the same Section in which the reference appears,
and
this rule shall also apply to Paragraphs and other subdivisions;
(e) the
words
“herein,” “hereof,” “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular provision;
(f) the
term
“include” or “including” shall mean without limitation by reason of enumeration;
and
(g) reference
to the Transaction Documents or any other document referenced herein shall
include all exhibits, schedules or other supplements thereto.
Section
8.04 Reproduction
of Documents.
This
Agreement and all documents relating thereto, including (a) consents,
waivers and modifications which may hereafter be executed, (b) documents
received by any party at the closing, and (c) financial statements,
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in
evidence.
Section
8.05 Further
Agreements.
Countrywide
shall execute and deliver to the Purchaser and the Purchaser shall be required
to execute and deliver to Countrywide such reasonable and appropriate additional
documents, instruments or agreements as may be necessary or appropriate to
effectuate the purposes of this Agreement.
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Section
8.06 Assignment
of Mortgage Loans by the Purchaser; Whole Loan Transfer; Securitization
Transfers.
(a) The
Purchaser may, subject to the terms of this Agreement, sell and transfer one
or
more of the Mortgage Loans; provided, however, that the transferee will not
be
deemed to be the Purchaser hereunder unless such transferee shall agree in
writing to be bound by the terms of this Agreement and an original counterpart
of the document evidencing such agreement shall have been executed by the
Purchaser and the transferee and delivered to Countrywide. Notwithstanding
the
foregoing, no transfer shall be effective if such transfer would result in
there
being more than four (4) “Purchasers” outstanding hereunder with respect to any
Mortgage Loan Package. Any trust to which Mortgage Loans may be transferred
pursuant to Section 8.06(b) hereunder shall constitute a single Purchaser
for the purposes of the preceding sentence.
(b) The
Purchaser and Countrywide agree that with respect to some or all of the Mortgage
Loans, the Purchaser, at its sole option, but subject to the limitations set
forth in Section 8.06(a) hereof, may effect Securitization Transfers,
retaining Countrywide as the servicer thereof or subservicer if a master
servicer is employed, or as applicable the “seller/servicer.” On the related
Reconstitution Date, the Mortgage Loans transferred shall cease to be covered
by
this Agreement; provided, however, that, in the event that any Mortgage Loan
transferred pursuant to this Section 8.06 is rejected by the related
transferee, Countrywide shall continue to service such rejected Mortgage Loan
on
behalf of the Purchaser in accordance with the terms and provisions of this
Agreement. Countrywide shall cooperate with the Purchaser in connection with
each Whole Loan Transfer or Securitization Transfer in accordance with this
Section 8.06. In connection therewith Countrywide shall:
(1) negotiate
in good faith and execute
(A) in connection with any Agency transfer, any and all pool purchase
contracts, and/or agreements reasonably acceptable to Countrywide and the
Purchaser among the Purchaser, Countrywide, ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac (as the
case may be) and any servicer, (B) in connection with a Whole Loan
Transfer, an assignment, assumption and recognition agreement, a seller’s
warranties and servicing agreement or a participation and servicing agreement
in
form and substance reasonably acceptable to Countrywide and the Purchaser,
and
(C) in connection with a Securitization Transfer such agreements as may be
necessary to effectuate such Securitization Transfer, including but not limited
to, a pooling and servicing agreement in form and substance reasonably
acceptable to Countrywide and the Purchaser (collectively the agreements
referred to herein are designated, the “Reconstitution Agreements”);
provided, however, such Reconstitution Agreements create no greater obligation
or cost on the part of Countrywide than otherwise set forth in this Agreement,
and provided further that Countrywide shall be entitled to a servicing fee
under
such Reconstitution Agreements at a rate per annum no less than the Servicing
Fee Rate; and
(2) provide
as applicable:
(A) information
pertaining to Countrywide of the type and scope customarily included in offering
documents for residential mortgage-backed securities transactions involving
multiple loan originators;
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(B) such
opinions of counsel, letters from auditors, and certificates of public officials
or officers of Countrywide as are reasonably believed necessary by the trustee,
any Rating Agency or the Purchaser, as the case may be, in connection with
such
Whole Loan Transfer or Securitization Transfer. The Purchaser or another party
to such Whole Loan Transfer or Securitization Transfer shall pay all third
party
costs associated with the preparation of the information described in
clause (ii)(A) above and the delivery of any opinions, letters or
certificates described in this clause (ii)(B). Countrywide shall not be
required to execute any seller/servicer agreement unless a draft of the
agreement is provided to Countrywide at least 10 days before the Reconstitution
Date, or such longer period as may reasonably be required for Countrywide and
its counsel to review and comment on the agreement; and
(C) make
best
efforts to deliver to Purchaser and any prospective purchaser within five (5)
Business Days after request by Purchaser or prospective purchaser but no later
than ten (10) days after request by Purchaser or prospective purchaser,
information, with respect to each originator of the Mortgage Loans (x)
reasonably requested by the Purchaser or (y) required by Item 1110 of Regulation
AB, which as of the date hereof requires the following information:
a. the
originator’s form of organization;
b. a
description of the originator’s origination program and how long the originator
has been engaged in originating residential mortgage loans, which description
shall include a discussion of the originator’s experience in originating
mortgage loans of a similar type as the Mortgage Loans; information regarding
the size and composition of the originator’s origination portfolio; and
information that may be material, in the reasonable determination of the
Purchaser or any Depositor, to an analysis of the performance of the Mortgage
Loans, including the originators’ credit-granting or underwriting criteria for
mortgage loans of similar type(s) as the Mortgage Loans and such other
information as the Purchaser or any Depositor may reasonably request for the
purpose of compliance with Item 1110(b)(2) of Regulation AB;
c. a
brief
description of any material legal or governmental proceedings pending (or known
to be contemplated by a governmental authority) against Countrywide, each
Third-Party Originator (if applicable) and each Subservicer; and
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d. a
description of any affiliation or relationship between Countrywide, each
Third-Party Originator, if applicable, each Subservicer and any of the following
parties to a Securitization Transfer, as such parties are identified to
Countrywide by the Purchaser or any Depositor in writing in advance of such
Securitization Transfer:
i. the
sponsor;
ii. the
depositor;
iii. the
issuing entity;
iv. any
servicer;
v. any
trustee;
vi. any
originator;
vii. any
significant obligor;
viii. any
enhancement or support provider; and
ix. any
other
material transaction party.;
and
make
best efforts to deliver to Purchaser and any prospective purchaser within five
(5) Business Days after request by Purchaser or prospective purchaser but no
later than ten (10) days after request by Purchaser or prospective purchaser,
Static Pool Information with respect to those mortgage loans that were
originated by the originator of the Mortgage Loans and which are of a similar
type as the Mortgage Loans. Such Static Pool Information shall be prepared
by
Countrywide (or third party originator) on the basis of its reasonable good
faith interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation
AB. The content of such Static Pool Information may be in the form customarily
provided by Countrywide, and need not be customized for the Purchaser or any
Depositor. Such Static Pool Information shall be for the prior five years or
for
so long as the originator has been originating (in the case of data by vintage
origination year) or securitizing (in the case of data by prior securitized
pools) such mortgage loans, if originating for less than five years. The Static
Pool Information for each vintage origination year or prior securitized pool,
as
applicable, shall be presented in either monthly or quarterly increments over
the life of the mortgage loans included in the vintage origination year or
prior
securitized pool.
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(D) In
connection with any Securitization Transfer for which Countrywide will be
servicing at least 20% of the pool of Mortgage Loans, Countrywide shall make
best efforts to deliver to Purchaser and any prospective purchaser within five
(5) Business Days after request by Purchaser or prospective purchaser but no
later than ten (10) days after request by Purchaser or prospective purchaser,
information, with respect to such Servicer information reasonably requested
by
the Purchaser or its designee and the information set forth under Item 1108(b)
and 1108(c) of Regulation AB (collectively, the “Servicer Information”), which
as of the date hereof includes:
a. Countrywide’s
form of organization;
b. a
description of how long Countrywide has been servicing residential mortgage
loans; a general discussion of Countrywide’s experience in servicing assets of
any type as well as a more detailed discussion of Countrywide’s experience in,
and procedures for, the servicing function it will perform under this Agreement
and any Reconstitution Agreements; information regarding the size, composition
and growth of Countrywide’s portfolio of residential mortgage loans of a type
similar to the Mortgage Loans and information on factors related to Countrywide
that may be material, in the reasonable determination of the Purchaser or any
Depositor, to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including, without
limitation:
c. whether
any prior securitizations of mortgage loans of a type similar to the Mortgage
Loans involving Countrywide have defaulted or experienced an early amortization
or other performance triggering event because of servicing during the three-year
period immediately preceding the related Securitization Transfer;
d. the
extent of outsourcing Countrywide utilizes;
e. whether
there has been previous disclosure of material noncompliance with the applicable
servicing criteria with respect to other securitizations of residential mortgage
loans involving Countrywide as a servicer during the three-year period
immediately preceding the related Securitization Transfer;
f. whether
Countrywide has been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a
servicing performance test or trigger; and
g. such
other information as the Purchaser or any Depositor may reasonably request
for
the purpose of compliance with Item 1108(b)(2) of Regulation AB;
h. a
description of any material changes during the three-year period immediately
preceding the related Securitization Transfer to Countrywide’s policies or
procedures with respect to the servicing function it will perform under this
Agreement and any Reconstitution Agreements for mortgage loans of a type similar
to the Mortgage Loans;
i. information
regarding Countrywide’s financial condition, to the extent that there is a
material risk that an adverse financial event or circumstance involving
Countrywide could have a material adverse effect on the performance by
Countrywide any of its servicing obligations under this Agreement or any
Reconstitution Agreement;
j. information
regarding advances made by Countrywide on the Mortgage Loans and Countrywide’s
overall servicing portfolio of residential mortgage loans for the three-year
period immediately preceding the related Securitization Transfer, which may
be
limited to a statement by an authorized officer of Countrywide to the effect
that Countrywide has made all advances required to be made on residential
mortgage loans serviced by it during such period, or, if such statement would
not be accurate, information regarding the percentage and type of advances
not
made as required, and the reasons for such failure to advance;
k. a
description of Countrywide’s processes and procedures designed to address any
special or unique factors involved in servicing loans of a similar type as
the
Mortgage Loans;
l. a
description of Countrywide’s processes for handling delinquencies, losses,
bankruptcies and recoveries, such as through liquidation of mortgaged
properties, sale of defaulted mortgage loans or workouts; and
m. information
as to how Countrywide defines or determines delinquencies and charge-offs,
including the effect of any grace period, re-aging, restructuring, partial
payments considered current or other practices with respect to delinquency
and
loss experience.
(c) In
connection with any Whole Loan Transfer or Securitization Transfer, Countrywide
shall not be required to “bring down” any of the representations and warranties
in Section 3.02 (i.e., the representations and warranties only speak as of
the applicable date set forth in this Agreement), or, except as provided in
the
following sentence, to make any other representations or warranties whatsoever.
Upon request, Countrywide will bring down the representations and warranties
in
Section 3.01 to a date no later than the related Reconstitution Date, or
make new representations and warranties comparable in all material respects
to
those in Section 3.01.
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(d) All
Mortgage Loans not sold or transferred pursuant to Securitization Transfers
shall remain 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) With
respect to any Mortgage Loans that are subject to a Securitization Transfer
or
other securitization transaction, to the extent that either of the Purchaser,
any master servicer which is master servicing loans in connection with such
transaction (a “Master Servicer”), or any related depositor (a “Depositor”) is
required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) to
prepare and file a certification pursuant to Section 302 of the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, on or before March 15, 2006, an officer of Countrywide
shall, execute and deliver an Officer’s Certificate, in the form attached hereto
as Exhibit F, and on or before March 5, 2007, and by March 5th
of each
calendar year thereafter, execute and deliver an Officer’s Certificate in the
form attached hereto as Exhibit G, to such Purchaser, Master Servicer, or
Depositor, as the case may be, for the benefit of such entity. For the purposes
of this subsection (e) only, the Master Servicer or the Depositor, as the
case may be, shall be deemed a third party beneficiary of this
subsection and shall be entitled to enforce the provisions of this
subsection (e).
(f) Countrywide
shall indemnify and hold harmless such Purchaser, Master Servicer, or Depositor,
as the case may be (any such party, an “Indemnified Party”) from and against any
losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon (a) a breach by Countrywide or any of its officers, directors, or agents
of
its obligations under this Section 8.06, Section 5.04, Section 5.05, Section
5.07, Section 5.08, Section 5.09 or Section 5.10, (b) any misstatement or
omission in any information, data or materials provided by Countrywide under
or
pursuant to Sections 5.04, 5.05, 5.07, 5.08, 5.09, 5.10 or 8.06 hereof, or
(c)
the gross negligence of Countrywide in connection with its obligations pursuant
to Section 5.04, 5.05, 5.07, 5.08 or 8.06(e); provided, however, that
Countrywide shall not be obligated to indemnify or hold harmless any Indemnified
Party from or against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and other costs and expenses
arising out of or based upon the negligence, bad faith or willful misconduct
of
such Indemnified Party. If the indemnification provided for herein is
unavailable or insufficient to hold harmless any Indemnified Party, then
Countrywide agrees that it shall contribute to the amount paid or payable by
the
Indemnified Party as a result of the losses, claims, damages or liabilities
of
the Indemnified Party in such proportion as is appropriate to reflect the
relative fault of the Indemnified Party on the one hand and Countrywide in
the
other in connection with a breach of Countrywide’s obligations under this
Subsection 8.07(f), or Countrywide’s gross negligence in connection with
its obligations pursuant to Section 5.04, 5.05, 5.07, 5.08 or
8.06(e).
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(g) Countrywide
shall be deemed to represent to the Purchaser and to any Depositor, as of the
date on which information is first provided to the Purchaser or any Depositor
under Section 8.06(b)(2) that, except as disclosed in writing to the Purchaser
or such Depositor prior to such date: (i) Countrywide is not aware and has
not
received notice that any default, early amortization or other performance
triggering event has occurred as to any other securitization due to any act
or
failure to act of Countrywide; (ii) Countrywide has not been terminated as
servicer in a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance test or trigger;
(iii) no material noncompliance with the applicable servicing criteria with
respect to other securitizations of residential mortgage loans involving
Countrywide as servicer has been disclosed or reported by Countrywide; (iv)
no
material changes to Countrywide’s policies or procedures with respect to the
servicing function it will perform under this Agreement and any Reconstitution
Agreement for mortgage loans of a type similar to the Mortgage Loans have
occurred during the three-year period immediately preceding the related
Securitization Transfer; (v) there are no aspects of Countrywide’s financial
condition that could have a material adverse effect on the performance by
Countrywide of its servicing obligations under this Agreement or any
Reconstitution Agreement; (vi) there are no material legal or governmental
proceedings pending (or known to be contemplated) against Countrywide, any
Subservicer or any Third-Party Originator; and (vii) there are no affiliations,
relationships or transactions relating to Countrywide, any Subservicer or any
Third-Party Originator with respect to any Securitization Transfer and any
party
thereto identified by the related Depositor of a type described in Item 1119
of
Regulation AB.
If
so
requested in writing by the Purchaser or any Depositor on any date following
the
date on which information is first provided to the Purchaser or any Depositor
under Section 8.06(b) Countrywide shall, within five Business Days following
such request, confirm in writing the accuracy of the representations and
warranties set forth in paragraph (a) of this Section or, if any such
representation and warranty is not accurate as of the date of such request,
provide reasonably adequate disclosure of the pertinent facts, in writing,
to
the requesting party.
Section
8.07 Designation
of a Master Servicer.
(a) Notwithstanding
anything to the contrary contained in this Agreement, the Purchaser shall have
the right, in its sole discretion, upon written notice to Countrywide ten (10)
days prior to the first day of the month in which the first monthly Remittance
Date following the transfer of the Mortgage Loans pursuant to a Whole Loan
Transfer or Securitization Transfer is to occur, as applicable, to appoint
and
designate a master servicer (“Master
Servicer”),
as
master servicer of such Mortgage Loans. Upon receipt of written notice of such
appointment, Countrywide may enter into a servicing agreement (“Master
Servicing Agreement”)
to
service the Mortgage Loans for the Master Servicer in accordance with the Master
Servicer’s requirements as set forth in the Master Servicer’s servicing guide;
provided, however, that Countrywide shall be under no obligation to enter into
any Master Servicing Agreement unless the obligations and duties of Countrywide
as a subservicer thereunder (i) are not materially different from those set
forth herein, (ii) do not cause undue burden on Countrywide, (iii) do
not expand in any material respect any of the obligations, duties or liabilities
of Countrywide hereunder and (iv) will not result in any increased cost to
Countrywide. If Countrywide and the Master Servicer enter into a Master
Servicing Agreement, Countrywide shall service the Mortgage Loans, and remit
and
report to the Master Servicer, in accordance with the terms of the Master
Servicing Agreement and, to the extent inconsistent therewith, the servicing
provisions set forth in this Agreement shall be superseded by the Master
Servicing Agreement. If Countrywide and the Master Servicer do not enter into
a
Master Servicing Agreement, Countrywide shall service the Mortgage Loans, and
remit and report to the Master Servicer, in accordance with the terms of this
Agreement.
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(b) Upon
appointment of a Master Servicer in accordance with Section 8.07(a),
Countrywide shall correspond and communicate solely with the Master Servicer,
as
if the Master Servicer were the “Purchaser” hereunder. The Master Servicer shall
have all rights as designee of the Purchaser to enforce the covenants and
conditions set forth in this Agreement, and Countrywide shall follow and shall
be entitled to rely on the instructions of the Master Servicer under this
Agreement as if such instructions were the instructions of the Purchaser .
The
Master Servicer shall have the right to give any waivers or consents required
or
allowed under this Agreement on behalf of the Purchaser, and Countrywide shall
be entitled to rely on such waivers and consents as if such waivers or consents
were the waivers or consents of the Purchaser. The Master Servicer is empowered
to enter into and execute and deliver any amendments or modifications to this
Agreement as the Purchaser’s designee hereunder, and such amendments or
modifications shall be binding upon the Purchaser as if the Purchaser had
executed and delivered the same. Countrywide shall treat the Master Servicer
as
“Purchaser” hereunder until Countrywide receives written notice from the
Purchaser that the Purchaser has terminated the Master Servicer.
(c) Upon
receipt of notice of termination of the Master Servicer, Countrywide shall
no
longer deal with the Master Servicer and shall instead deal directly with the
Purchaser. From and after receipt of such notice of termination of the Master
Servicer, Countrywide shall service the applicable Mortgage Loans in accordance
with the provisions of this Agreement and shall give no effect to any Master
Servicing Agreement entered into with the Master Servicer.
Section
8.08 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York and the obligations, rights, and remedies of the parties
hereunder shall be determined in accordance with the laws of the State of New
York, without regard to the conflict of laws principles of New York or any
other
jurisdiction.
Section
8.09 Severability
Clause.
Any
part,
provision, representation or warranty of this Agreement which is prohibited
or
which is held to be void or unenforceable shall be ineffective to the extent
of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation or warranty of this
Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof, and any such prohibition or unenforceability in
any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof. If the invalidity of
any
part, provision, representation or warranty of this Agreement shall deprive
any
party of the economic benefit intended to be conferred by this Agreement, the
parties shall negotiate, in good-faith, to an amendment to this Agreement which
places each party in the same or as economic position as each party would have
been in except for such invalidity.
-47-
Section
8.10 Successors
and Assigns.
This
Agreement shall bind and inure to the benefit of and be enforceable by
Countrywide and the Purchaser and the respective permitted successors and
assigns of Countrywide and the Purchaser. Except as specifically set forth
in
Section 8.06 above, the Purchaser may not assign this Agreement to any
Person without Countrywide’s prior written consent.
Section
8.11 Confidentiality.
Countrywide
and the Purchaser acknowledge and agree that the terms of the Transaction
Documents shall be kept confidential and their contents will not be divulged
to
any party without the other party’s consent, except to the extent that
(a) the disclosure of which is reasonably believed by such party to be
required in connection with regulatory requirements or other legal requirements
relating to its affairs; (b) disclosed to any one or more of such party’s
employees, officers, directors, agents, attorneys or accountants who would
have
access to the contents of this Agreement and such data and information in the
normal course of the performance of such person’s duties for such party, to the
extent such party has procedures in effect to inform such person of the
confidential nature thereof; (c) the disclosure is necessary in a
prospectus, prospectus supplement, or private placement memorandum relating
to a
securitization of the Mortgage Loans; and (d) that is reasonably believed
by such party to be necessary for the enforcement of such party’s rights under
this Agreement.
Section
8.12 Entire
Agreement.
This
Agreement constitutes the entire understanding between the parties hereto with
respect to the servicing of each Mortgage Loan Package and supersede all prior
or contemporaneous oral or written communications regarding same. Countrywide
and the Purchaser understand and agree that no employee, agent or other
representative of Countrywide or the Purchaser has any authority to bind such
party with regard to any statement, representation, warranty or other expression
unless said statement, representation, warranty or other expression is
specifically included within the express terms of this Agreement. This Agreement
shall not be modified, amended or in any way altered except by an instrument
in
writing signed by both parties.
Section
8.13 No
Partnership.
Nothing
herein contained shall be deemed or construed to create a co-partnership or
joint venture between the parties hereto and the services of Countrywide shall
be rendered as an independent contractor and not as agent for the
Purchaser.
-48-
Section
8.14 Counterparts.
This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original, and all such counterparts shall
constitute one and the same instrument.
Section
8.15 Waivers.
No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced.
Section
8.16 Further
Agreements.
Countrywide
and the Purchaser each agree to execute and deliver to the other such reasonable
and appropriate additional documents, instruments or agreements as may be
necessary or appropriate to effectuate the purposes of this
Agreement.
Section
8.17 Nonsolicitation.
From
and
after the Closing Date, Countrywide hereby agrees that Countrywide will not
take
any action or permit or cause any action to be taken by any of their agents
or
affiliates, or by any independent contractors or independent mortgage brokerage
companies on Countrywide’s behalf, to personally, by telephone or mail, solicit
the mortgagor under any Mortgage Loan for the purpose of refinancing such
Mortgage Loan; provided, that Countrywide may solicit any mortgagor for whom
Countrywide or the servicer has received a request for verification of mortgage,
a request for demand for payoff, a mortgagor initiated written or verbal
communication indicating a desire to prepay the related Mortgage Loan, or the
mortgagor initiates a title search, provided further, it is understood and
agreed that promotions undertaken by Countrywide or any of their affiliates
which (i) concern optional insurance products or other additional projects
or (ii) are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists,
newspaper, radio and television advertisements shall not constitute solicitation
nor is Countrywide prohibited from responding to unsolicited requests or
inquiries made by a mortgagor or an agent of a mortgagor. Notwithstanding the
foregoing, the following solicitations, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited: (i) solicitations that
are directed to the general public at large, including, without limitation,
mass
mailings based on commercially acquired mailing lists and newspaper, radio,
television and other mass media advertisements and (ii) borrower messages
included on, and statement inserts provided with, the monthly statements sent
to
mortgagors; provided, however, that similar messages and inserts are sent to
the
borrowers of other mortgage loans serviced by Countrywide.
(SIGNATURE
PAGE TO FOLLOW)
-49-
IN
WITNESS WHEREOF, Countrywide and the Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the
date first above written.
COUNTRYWIDE
HOME LOANS SERVICING LP,
Countrywide
By:
Countrywide GP, Inc., Its General Partner
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
First Vice President
▇.▇.
▇▇▇▇▇▇ MORTGAGE ACQUISITION CORP.,
the
Purchaser
|
By:
|
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Vice President
-50-
EXHIBIT
A
COLLATERAL
DOCUMENTS
|
1.
|
Mortgage
Note:
The original Mortgage Note (or a lost note affidavit in a form acceptable
to an Agency) bearing all intervening endorsements, endorsed “Pay to the
order of _____________, without recourse” and signed in the name of
Countrywide by an authorized
officer.
|
|
2.
|
Assignment
of Mortgage:
The original Assignment of Mortgage in
blank.
|
|
3.
|
Guarantee:
The original of any guarantee executed in connection with the Mortgage
Note.
|
|
4.
|
Mortgage:
The original Mortgage with evidence of recording thereon or, if such
original Mortgage has not been returned to Countrywide on or prior
to the
Closing Date by the public recording office where such Mortgage has
been
delivered for recordation, a copy of such Mortgage certified by
Countrywide to be a true and complete copy of the original Mortgage
sent
for recordation.
|
|
5.
|
Modifications:
The originals of all assumption, modification, consolidation or extension
agreements, with evidence of recording thereon, if
any.
|
|
6.
|
Intervening
Assignments:
The originals of all intervening assignments of Mortgage with evidence
of
recording thereon, provided that such originals have been returned
to
Countrywide by the public recording office where such intervening
assignment of Mortgage has been delivered for
recordation.
|
|
7.
|
Title
Policy:
The original mortgagee title insurance policy (or the equivalent
thereof
with respect to any Mortgage Loan in which the related Mortgaged
Property
is located in a jurisdiction where such title insurance is not customarily
provided) if such title insurance policy has been issued by the related
title company on or prior to the Closing
Date.
|
|
8.
|
Loan
Guaranty Certificate:
The original Loan Guaranty Certificate, if
applicable.
|
|
9.
|
Mortgage
Insurance Certificate:
The original Mortgage Insurance Certificate, if
applicable.
|
A-1
EXHIBIT
B
FORM
OF
ACKNOWLEDGMENT AGREEMENT
On
this
__th
day of
[________], 200__, ▇.▇. ▇▇▇▇▇▇ Mortgage Acquisition Corp., (the “Purchaser”)
as the
Purchaser under that certain Servicing Agreement dated as of October 1, 2005,
(the “Agreement”),
does
hereby contract with Countrywide Home Loans Servicing LP (the “Servicer”)
as
Servicer under the Agreement, for the servicing responsibilities related to
the
Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The
Servicer hereby accepts the servicing responsibilities transferred hereby and
on
the date hereof assumes all servicing responsibilities related to the Mortgage
Loans identified on the attached Mortgage Loan Schedule all in accordance with
the Agreement. The contents of each Servicing File required to be delivered
to
service the Mortgage Loans pursuant to the Agreement have been or shall be
delivered to the Servicer by the Purchaser in accordance with the terms of
the
Agreement.
All
other
terms and conditions of this transaction shall be governed by the
Agreement.
Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in
the Agreement.
B-1
This
Acknowledgment Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the Purchaser and the Servicer have caused their names to
be
signed hereto by their respective officers thereunto duly authorized as of
the
day and year first above written.
PURCHASER:
▇.▇.
▇▇▇▇▇▇ MORTGAGE ACQUISITION CORP.
By:
_____________________________________
Name:
Title:
SERVICER:
COUNTRYWIDE
HOME LOANS SERVICING LP
By:
Countrywide GP, Inc., Its General Partner
By:_____________________________________
Name:
Title:
B-2
EXHIBIT
C
FORM
OF OFFICER’S CERTIFICATE
I,
________________________, hereby certify that I am the duly elected
______________ of Countrywide Home Loans Servicing LP, a Texas limited
partnership (“Servicer”),
and
further certify, on behalf of the Servicer as follows:
1. Attached
hereto as Attachment I are a true and correct copy of the partnership
agreement of the Servicer which is in full force and effect on the date
hereof.
2. No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of
the
Servicer are pending or contemplated.
3. Each
person who, as an officer or attorney-in-fact of the Servicer, signed
(a) the Amended and Restated Servicing Agreement (the “Agreement”),
dated
as of December 1, 2005, by and between the Servicer and ▇.▇. ▇▇▇▇▇▇ Mortgage
Acquisition Corp. (“Purchaser”);
and
(b) any other document delivered prior hereto or on the date hereof in
connection with the servicing of the Mortgage Loans in accordance with the
Agreement was, at the respective times of such signing and delivery, and is
as
of the date hereof, duly elected or appointed, qualified and acting as such
officer or attorney-in-fact, and the signatures of such persons appearing on
such documents are their genuine signatures.
4. All
of
the representations and warranties of the Servicer contained in
Subsection 3.01 of the Agreement are true and correct in all material
respects as of the date hereof.
5. The
Servicer has performed all of its duties and has satisfied all the material
conditions on its part to be performed or satisfied prior to the related Closing
Date pursuant to the Agreement.
All
capitalized terms used herein and not otherwise defined shall have the meaning
assigned to them in the Agreement.
IN
WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the
Servicer.
Dated:
______________________
Seal]
C-1
COUNTRYWIDE
HOME LOANS SERVICING LP
(Servicer)
By:___________________________
Name:
:_________________________
Title:
:___________________________
I,
_______________________, Secretary of the Servicer, hereby certify that
_________________________ is the duly elected, qualified and acting [TITLE]
of
the Servicer and that the signature appearing above is genuine.
IN
WITNESS WHEREOF, I have hereunto signed my name.
Dated:
Seal]
COUNTRYWIDE
HOME LOANS SERVICING LP
(Servicer)
By:
_____________________________________
Name:
Title:
[Assistant] Secretary
C-2
EXHIBIT
D
CUSTODIAL
ACCOUNT CERTIFICATION
_____________________,
200_
[Servicer]
hereby certifies that it has established the account described below as a
Custodial Account pursuant to Section 4.04 of the Servicing Agreement,
dated as of [Date], Loan Package [____________].
Title
of
Account: [“[Name
of Servicer], in trust for ▇.▇. ▇▇▇▇▇▇ Mortgage Acquisition Corp., as Purchaser
of Mortgage Loans and various Mortgagors”] [“[Name of Servicer] in trust for the
[▇.▇. ▇▇▇▇▇▇] [insert name of Securitization Series] Trust Fund.”]
Account
Number: _______________
Address
of office or branch
of
the
Company at
which
Account is maintained:
[SERVICER]
Company
By:
_________________________________
Name:
Title:
D-1
EXHIBIT
E
ESCROW
ACCOUNT CERTIFICATION
__________________,
200_
[Servicer]
hereby certifies that it has established the account described below as an
Escrow Account pursuant to Section 4.06 of the Servicing Agreement, dated
as of [Date], Loan Package [_________________].
Title
of
Account: [“[Name
of Servicer], in trust for ▇.▇. ▇▇▇▇▇▇ Mortgage Acquisition Corp., as Purchaser
of Mortgage Loans and various Mortgagors”] [“[Name of Servicer], in trust for
[▇.▇. ▇▇▇▇▇▇] [Name of Securitization Series] Trust Fund.”]
Account
Number: _______________
Address
of office or branch
of
the
Company at
which
Account is maintained:
[SERVICER]
Company
By:
_________________________________
Name:
Title:
E-1
EXHIBIT
F
FORM
OF ▇▇▇▇▇▇▇▇-▇▇▇▇▇ OFFICER’S CERTIFICATE
I,
[identify certifying individual], certify to the [Purchaser], [Master Servicer],
or [Depositor] [i.e., THE PARTY EXECUTING THE CERTIFICATION REQUIRED UNDER
SECTION 302 OF THE ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ACT OF 2002] that:
(i) Based
on
my knowledge, the information in the annual statement of compliance, the annual
independent public accountant’s servicing report and all servicing reports,
officer’s certificates and other information relating to the servicing of the
Mortgage Loans conducted by Countrywide taken as a whole, does not contain
any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading as of the date of this
certification;
(ii) The
servicing information required to be provided by Countrywide under the Agreement
has been provided to the Purchaser [or the Master Servicer];
(iii) I
am is
responsible for reviewing the activities performed by Countrywide under the
Agreement and based upon the review required by the Agreement, and except as
disclosed in the annual statement of compliance or the annual independent public
accountant’s servicing report, Countrywide has, as of the date of this
certification, fulfilled its obligations under the Agreement; and
(iv) I
have
disclosed to the Purchaser [or the Master Servicer] all significant deficiencies
relating to Countrywide’s compliance with the minimum servicing standards in
accordance with a review conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in
the
Agreement.
Capital
terms used but not defined herein have the meanings ascribed to them in the
Amended and Restated Servicing Agreement, dated December 1, 2005
(“Agreement”),
between Countrywide Home Loans Servicing LP and ▇.▇. ▇▇▇▇▇▇ Mortgage Acquisition
Corp.
|
Dated
as of:
|
COUNTRYWIDE
HOME LOANS SERVICING LP,
|
Countrywide
By:
_________________________
Name:
Title:
F-1
EXHIBIT
G
ANNUAL
CERTIFICATION
I
am the
[title/office] of [Item 1122 Responsible Party] (the [“Company” or “Servicer”])
and, in such capacity, the officer in charge of the [Company’s/Servicer’s]
performance of the under the [Pooling and Servicing Agreement/Servicing
Agreement] (the “Agreement”). I hereby certify as follows (capitalized terms
used and not otherwise defined herein have the meanings assigned in the
Agreement) to the [Purchaser], [the Depositor], the Master Servicer, [the
Securities Administrator], or [Trustee], and its officers, with the knowledge
and intent that they will rely upon this certification :
1. I
have
reviewed the (a) servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”) of the
[Company/Servicer], (b) report on assessment of the Company’s compliance with
the servicing criteria set forth in Item 1122(d) of Regulation AB (the
“Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122
of Regulation AB (the “Servicing Assessment”), (c) the registered public
accounting firm’s attestation report provided in accordance with Rules 13a-18
and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the
“Attestation Report”), and (d) all servicing
reports, officer’s certificates and other information provided to [▇▇▇▇▇ Fargo]
during the preceding calendar year relating to the performance of the
[Company/Servicer] under the terms of the Agreement (collectively,
the “[Company/ Servicer] Information”);
2. Based
on
my knowledge, the [Company/Servicer] Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the [Company/Servicer] Information;
3. Based
on
my knowledge, all of the [Company/Servicer] Information required to be provided
by the [Company/Servicer] under the Agreement has been provided to [▇▇▇▇▇
Fargo];
4. I
am
responsible for reviewing the activities performed by the [Company/Servicer]
as
servicer under the Agreement, and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement, and except as disclosed
in the Compliance Statement, the Assessment of Compliance or the Attestation
Report, the Company has fulfilled its obligations under the Agreement in all
material respects; and
Exh.
G-1
5. The
Compliance Statement, the Assessment of Compliance and the Attestation Report
required to be provided by the [Company/Servicer] and by any Subcontractor
pursuant to the Agreement have been provided to [▇▇▇▇▇ Fargo]. Any material
instances of noncompliance described in such reports have been disclosed to
[▇▇▇▇▇ Fargo]. Any material instance of noncompliance with the Servicing
Criteria has been disclosed in such reports.
Date:
___________________________
________________________________
Name:
___________________________
Title:
____________________________
Exh.
G-2
EXHIBIT
H
Assessments
of Compliance and Attestation Reports Servicing Criteria
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”:
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING CRITERIA
|
|
|
Reference
|
Criteria
|
|
|
|
General
Servicing Considerations
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
|
Cash
Collection and Administration
|
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
Exh.
H-1
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING CRITERIA
|
|
|
Reference
|
Criteria
|
|
|
|
Investor
Remittances and Reporting
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
|
Pool
Asset Administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
|
|
|
|
|
[NAME
OF
COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By:
Name:
________________________________
Title:
________________________________
Exh.
H-2
EXHIBIT
I
Standard
Scheduled-Scheduled Loan Level File Layout
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Max
length of 30 - (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross Interest rate less the service fee rate as reported by
the
Servicer
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate as reported by the Servicer for a loan
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee rate as reported by the Servicer for a loan
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the Servicer at the
end of
processing cycle, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
First
curtailment amount to be applied
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
Curtailment
date associated with the first curtailment amount
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
Curtailment
Interest on the first curtailment amount if applicable
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
Second
curtailment amount to be applied
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
Curtailment
date associated with the second curtailment amount
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
Curtailment
Interest on the second curtailment amount if applicable
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
Third
curtailment amount to be applied
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
Curtailment
date associated with the third curtailment amount
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
Curtailment
Interest on the third curtailment amount if applicable
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exh.
I-1
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer
|
|
MM/DD/YYYY
|
10
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan
|
|
Action
Code Key: 15=Bankruptcy, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, , ▇▇▇▇▇▇, 63=Substitution,
65=Repurchase,70=REO ; Max length of 2
|
2
|
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
Soldier
and Sailor Adjustment amount, if applicable
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
Non
Recoverable Loan Amount, if applicable
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to the investors
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to the investors at the end of a
processing cycle
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the current
cycle. Only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for the
current cycle as reported by the Servicer. Only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle. Only applicable for Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer. Only applicable for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on their loan as
reported
by the Servicer
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount waived by the servicer for the
loan
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
MOD_DATE
|
Effective
Payment Date of the Modification for the loan
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
Modification
Type
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
Current
outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exh.
I-2
Supplemental
REG AB File
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on their loan as
reported
by the Servicer
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount waived by the servicer for the
loan
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
MOD_DATE
|
Effective
Payment Date of the Modification for the loan
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
Modification
Type
|
|
Varchar
- value can be alpha and/or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
Current
outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
Exh.
I-3
Exhibit
: Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
(a)
(b) The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
1. The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
Amortization Schedule from date of default through liquidation breaking out
the
net interest and servicing fees advanced is required.
2. The
Total
Interest Due less the aggregate amount of servicing fee that would have been
earned if all delinquent payments had been made as agreed. For documentation,
an
Amortization Schedule from date of default through liquidation breaking out
the
net interest and servicing fees advanced is required.
3.
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest and
servicing fees advanced is required.
4-12. Complete
as applicable. Required documentation:
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
13. The
total
of lines 1 through 12.
(c) Credits:
14-21. Complete
as applicable. Required documentation:
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow Agent / Attorney
Letter
of
Proceeds Breakdown.
Exh.
I-4
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
Part
B/Supplemental proceeds.
Total
Realized Loss (or Amount of Any Gain)
23. The
total
derived from subtracting line 22 from 13. If the amount represents a realized
gain, show
the
amount in parenthesis ( ).
Exh.
I-5
Exh.
I-6
Exhibit
3A: Calculation
of Realized Loss/Gain Form 332
Prepared
by: __________________ Date:
_______________
Phone:
______________________ Email Address:_____________________
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
▇▇▇▇▇
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO Sale
3rd
Party Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes
No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
|
________________
|
|||
|
(2)
Interest accrued at Net Rate
|
________________
|
(2)
|
|
|
(3)
Accrued Servicing Fees
|
________________
|
(3)
|
|
|
(4)
Attorney's Fees
|
________________
|
(4)
|
|
|
(5)
Taxes (see page 2)
|
________________
|
(5)
|
|
|
(6)
Property Maintenance
|
________________
|
(6)
|
|
|
(7)
MI/Hazard Insurance Premiums (see page 2)
|
________________
|
(7)
|
|
|
(8)
Utility Expenses
|
________________
|
(8)
|
|
|
(9)
Appraisal/BPO
|
________________
|
(9)
|
|
|
(10)
Property Inspections
|
________________
|
(10)
|
|
|
(11)
FC Costs/Other Legal Expenses
|
________________
|
(11)
|
|
|
(12)
Other (itemize)
|
________________
|
(12)
|
|
|
Cash
for Keys__________________________
|
________________
|
(12)
|
|
|
HOA/Condo
Fees_______________________
|
________________
|
(12)
|
|
|
______________________________________
|
________________
|
(12)
|
|
|
Total
Expenses
|
$_______________
|
(13)
|
|
|
Credits:
|
|||
|
(14)
Escrow Balance
|
$_______________
|
(14)
|
|
|
(15)
HIP Refund
|
________________
|
(15)
|
|
|
(16)
Rental Receipts
|
________________
|
(16)
|
|
|
(17)
Hazard Loss Proceeds
|
________________
|
(17)
|
|
|
(18)
Primary Mortgage Insurance / Gov’t Insurance
|
________________
|
(18a
|
|
|
HUD
Part A
|
|||
|
________________
|
(18b
|
||
|
HUD
Part B
|
|||
|
(19)
Pool Insurance Proceeds
|
________________
|
(19)
|
|
|
(20)
Proceeds from Sale of Acquired Property
|
________________
|
(20)
|
|
|
(21)
Other (itemize)
|
________________
|
(21)
|
|
|
_________________________________________
|
________________
|
(21)
|
|
|
Total
Credits
|
$________________
|
(22)
|
|
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
(23)
|
Exh.
I-7
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
Exh.
I-8
Exhibit
: Standard
File Layout - Delinquency Reporting
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify a
group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at the
end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions to
begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
Exh.
I-9
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan. Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
Exhibit
2: Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
· ASUM- Approved
Assumption
· BAP- Borrower
Assistance Program
· CO- Charge
Off
· DIL- Deed-in-Lieu
Exh.
I-10
· FFA- Formal
Forbearance Agreement
· MOD- Loan
Modification
· PRE- Pre-Sale
· SS- Short
Sale
· MISC- Anything
else approved by the PMI or Pool Insurer
NOTE:
▇▇▇▇▇
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply ▇▇▇▇▇ Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending the
file.
The
Occupant
Code
field
should show the current status of the property code as follows:
|
·
|
Mortgagor
|
|
·
|
Tenant
|
|
·
|
Unknown
|
|
·
|
Vacant
|
The
Property
Condition
field
should show the last reported condition of the property as follows:
· Damaged
· Excellent
· Fair
· Gone
· Good
· Poor
· Special
Hazard
· Unknown
Exh.
I-11
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Reason Code
field
should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
Exh.
I-12
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Status Code
field
should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
Exh.
I-13
RECONSTITUTED
SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the 1st
day of January, 2006 (the
“Effective Date”), by and among ▇▇▇▇▇▇▇▇▇ MORTGAGE HOME LOANS, INC., a Delaware
corporation (“▇▇▇▇▇▇▇▇▇” or the “Seller”), COUNTRYWIDE HOME LOANS SERVICING LP,
as servicer (the “Servicer”), LASALLE
BANK
NATIONAL ASSOCIATION, as Trustee under the Pooling and Servicing Agreement
defined below (the“Trustee”),
on behalf of the Trust defined below and acknowledged by ▇▇▇▇▇
FARGO BANK, N.A.,
as
master servicer (the “Master Servicer”), recites and provides as
follows:
RECITALS
WHEREAS,
certain mortgage loans identified on Schedule I hereto (the “Mortgage Loans”)
were purchased by the Seller from Countrywide Home Loans, Inc. (“Countrywide”)
and are currently being serviced by the Servicer, as assignee to Countrywide,
pursuant to a Mortgage Loan Purchase and Servicing Agreement between the
Seller
and Countrywide, as seller, dated as of September 1, 2005
as
amended by the Amendment Reg
AB
dated as of January 4, 2006 by and between Seller and Countrywide (the
“Purchase and Servicing Agreement”), a copy of which is attached as Exhibit B
hereto;
WHEREAS,
the Seller shall convey such Mortgage Loans to Greenwich Capital Acceptance,
Inc. (“GCA”),
which
in turn has conveyed the Mortgage Loans to ▇▇▇▇▇▇▇▇▇ Mortgage Securities
Trust
2006-1
(the
“Trust”) on the Effective Date, pursuant to a trust pooling and servicing
agreement
dated as of January 1, 2006
(the
“Pooling
and Servicing Agreement”),
among
the Trustee, the Master Servicer, GCA,
as
seller (referred
to
herein as the “Depositor”), Wilmington Trust Company, as Delaware trustee, ▇▇▇▇▇
Fargo Bank, N.A., as securities administrator and ▇▇▇▇▇▇▇▇▇.
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated,
among
other things, to supervise the servicing of the Mortgage Loans on behalf
of the
Trustee, and shall have the right, under certain circumstances as set forth
herein, to terminate the rights and obligations of the Servicer upon the
occurrence and continuance of an Event of Default by the Servicer under this
Agreement;
WHEREAS,
the Seller and the Servicer desire that the provisions of the Purchase and
Servicing Agreement shall apply to the Mortgage Loans, but only to the extent
provided herein and that this Agreement shall constitute a “Reconstitution
Agreement” as defined under the Purchase and Servicing Agreement which shall
govern the Mortgage Loans for so long as such Mortgage Loans remain subject
to
the provisions of the Pooling and Servicing Agreement;
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth
and
for other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
-1-
AGREEMENT
1. Definitions.
Capitalized terms used and not defined in this Agreement, including Exhibit
A
hereto, shall have the meanings ascribed to such terms in the Purchase and
Servicing Agreement, unless otherwise modified herein.
2. Trust
Cut-off Date.
The
parties hereto acknowledge that by operation of Section 5.01 of the Purchase
and
Servicing Agreement, the remittance on February 21,
2006
to
the Trust is to include principal due after January 1, 2006
(the
“Trust Cut-off Date”) plus interest at the Mortgage Loan Remittance Rate due on
the related Due Date exclusive of any portion thereof allocable to a period
prior to the Trust Cut-off Date.
3. Assignment
and Assumption.
From
and after the Effective Date, the Trust agrees to be bound as “Purchaser” by all
of the terms, covenant, obligations and conditions under the Purchase and
Servicing Agreement, as modified herein, with respect to the Mortgage Loans
other than with respect to any terms, covenants, obligations or conditions
applicable to the “Purchaser” that arose prior to the Effective Date.
4. Servicing.
The
Servicer agrees, with respect to the Mortgage Loans, to perform and observe
the
duties, responsibilities and obligations that are to be performed and observed
under the provisions of the Purchase and Servicing Agreement, except as
otherwise provided herein and on Exhibit A hereto, and that the provisions
of
the Purchase and Servicing Agreement, as so modified, are and shall be a
part of
this Agreement to the same extent as if set forth herein in full. The servicing
fee for each Mortgage Loan shall range from 0.25% to 0.375% as set forth
on the
Mortgage Loan Schedule attached as Schedule I hereto.
5. Master
Servicing; Reports and Assessments;
Termination
of Servicer.
The
Servicer shall be subject to the supervision of the Master Servicer, which
Master Servicer shall be obligated to ensure that the Servicer services the
Mortgage Loans in accordance with the provisions of this Agreement. The Master
Servicer, acting on behalf of the Trustee, which is acting on behalf of the
Trust, the owner of the Mortgage Loans, shall have the same rights as the
Purchaser under the Purchase and Servicing Agreement to enforce the obligations
of the Servicer under the Purchase and Servicing Agreement. A
copy of
all assessments, attestations, reports and certifications required to be
delivered by the Servicer under this Agreement and the Purchase and Servicing
Agreement shall be delivered to the Master Servicer, and where such documents
are required to be addressed to any party other than the Servicer, such
addressee(s) shall include the Master Servicer and the Master Servicer shall
be
entitled to rely on such documents.
The
Master Servicer shall be entitled to terminate the rights and obligations
of the
Servicer under this Agreement upon an Event of Default, as provided in Section
7.01 of the Purchase and Servicing Agreement. Notwithstanding anything herein
to
the contrary, in no event shall the Master Servicer assume any of the
obligations of the Purchaser under the Purchase and Servicing Agreement prior
to
the Effective Date; it being understood that the Trust shall remain primarily
liable for all obligations of “Purchaser” pursuant to the Purchase and Servicing
Agreement and this Agreement as of the Effective Date. The parties to the
Pooling and Servicing Agreement agree that the Master Servicer shall be entitled
to all of the rights, protections and limitations of liability afforded to
the
Master Servicer under the Pooling and Servicing Agreement. All parties herein
acknowledge and agree that the Servicer shall not be obligated to defend
and
indemnify and hold harmless the Master Servicer, the Trustee, the Trust and
the
Seller against any losses, damages, penalties, fines, forfeitures, judgments
and
any related costs including, without limitation, reasonable and necessary
legal
fees, resulting from (i) actions or inactions of the Servicer which were
taken
or omitted upon the instruction or direction of the Master Servicer or Trustee,
as applicable, or (ii) the failure of the Master Servicer or the Trustee,
as
applicable, to perform the obligations of the Purchaser with respect to the
Purchase and Servicing Agreement and this Agreement.
-2-
6. Representations.
(a) The
Trust
warrants and represents to, and covenants with, the Seller and the Servicer
that
as of the date hereof;
(i) The
Trust
is a legal entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, and the Trust has all
requisite power and authority to acquire and own the Mortgage
Loans;
(ii) The
Trust
has full corporate power and authority to execute, deliver and perform its
obligations under this Agreement, and to consummate the transactions set
forth
herein. The consummation of the transactions contemplated by this Agreement
is
in the ordinary course of the Trust’s business and will not conflict with, or
result in a breach of, any of the terms, conditions or provisions of the
Trust’s
charter or by-laws or any legal restriction, or any material agreement or
instrument to which the Trust is now a party or by which it is bound, or
result
in the violation of any law, rule, regulation, order, judgment or decree
to
which the Trust or its property is subject. The execution, delivery and
performance by the Trust of this Agreement and the consummation by it of
the
transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of the Trust. This Agreement has been duly executed
and
delivered by the Trust and, upon the due authorization, execution and delivery
by the Trustee on behalf of the Trust, will constitute the valid and legally
binding obligation of the Trust enforceable against the Trust in accordance
with
its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors’ rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
and
(iii) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Trust in connection with the execution, delivery or performance by the
Trust
of this Agreement, or the consummation by it of the transactions contemplated
hereby.
(b) The
Servicer shall not be obligated or required to make any further representations
and warranties regarding the characteristics of the Mortgage Loans in connection
with the transactions contemplated by the Pooling and Servicing Agreement
and
issuance of the Certificates pursuant thereto. Notwithstanding anything to
the
contrary, the representations set forth in Section 3.02 of the Purchase and
Servicing Agreement shall remain in full force and effect. Further, the
representations made in Section 3.01 of the Purchase and Servicing Agreement
shall be deemed to be made as of the date of this Agreement.
-3-
7. Indemnification.
The
Trust shall indemnify the Servicer and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Servicer may sustain in any way related to (a) actions or inactions
of
the Servicer which were taken or omitted upon the instruction or direction
of
the Trustee or Master Servicer, as applicable, or (b) the failure of the
Trustee
or the Master Servicer, as applicable, to perform the Trust’s or Trustee’s
obligations under the Purchase and Servicing Agreement and this
Agreement.
8. Notices.
All
notices, consents, certificates and other communications required to be
delivered between or among the parties hereto (including any third party
beneficiary thereof) or required to be provided to the Trust, the Trustee
or the
Master Servicer, on behalf of the Trustee, shall be in writing, may be in
the
form of facsimile or electronic transmission, and shall be deemed received
or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient
is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent. All notices and other written
information required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
▇▇▇▇▇
Fargo Bank, N.A.
▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Telecopier:
(▇▇▇) ▇▇▇-▇▇▇▇
All
remittances required to be made to the Master Servicer under this Agreement
shall be made to the following wire account:
▇▇▇▇▇
Fargo Bank, N.A.
San
Francisco, CA
ABA#
▇▇▇-▇▇▇-▇▇▇
Account
Name: SAS Clearing
Account
No. ▇▇▇▇▇▇▇▇▇▇
FFC:
50890300;
▇▇▇▇▇▇▇▇▇ 2006-1
All
notices and
other
written information
required
to be delivered to the Trust or Trustee hereunder shall be delivered to the
Trustee at the following address:
LaSalle
Bank National Association
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇▇▇ 2006-1
Telephone:
(▇▇▇)
▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇)
▇▇▇-▇▇▇▇
-4-
All
notices and
other
written information
required
to be delivered to the
Seller hereunder
shall be delivered to it at the following address:
▇▇▇▇▇▇▇▇▇
Mortgage Home Loans, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇ 2006-1)
Telephone:
(▇▇▇)
▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
All
notices and written information required to be delivered to the Servicer
hereunder shall be delivered to the Servicer at the following
address:
Countrywide
Home Loans Servicing, LP
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ SV3-A
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
Legal Department
With
copy
to:
Countrywide
Home Loans, Inc.
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, Vice President
9. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW RULES EXCEPT FOR
SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WHICH SHALL APPLY
HERETO.
10. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original, but all of which counterparts
shall
together constitute but one and the same instrument.
11. Reconstitution.
The
Seller and the Servicer agree that this Agreement is a “Reconstitution
Agreement” as defined in the Purchase and Servicing Agreement.
12. REMIC
Status.
The
Servicer is hereby notified, and the Servicer hereby acknowledges such notice,
that the Mortgage Loans will be held in a securitization pursuant to which
a
REMIC election will be made.
13. Limitation
of Liability:
It is
expressly understood and agreed by the parties hereto that (a) this Agreement
is
executed and delivered by Trustee, not individually or personally but solely
as
the Trustee of the Trust, in the exercise of the powers and authority conferred
and vested in it, (b) the representations, warranties, covenants, undertakings
and agreements herein made on the part of the Trustee are made and intended
not
as personal representations, undertakings and agreements by Trustee but are
made
and intended for the purpose of binding only the Trust and the Trust is bound
to
such representations, warranties, covenants, undertakings and agreements,
(c)
nothing herein contained shall be construed as creating any liability on
Trustee, individually or personally, to perform any covenant either expressly
or
implied contained herein, all such liability, if any, being expressly waived
by
the parties who are signatories to this Agreement and by any person claiming
by,
through or under such parties and (d) under no circumstances shall Trustee
be
personally liable for payment of any indemnity, indebtedness, fees or expenses
of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by or on behalf of
the
Trust under this Agreement; provided, however, it is understood and acknowledged
by the Trustee and the Trust that the Trust shall remain primarily liable
for
all obligations, representations, warranties, covenants, undertakings and
agreements of “Purchaser” set forth in the Purchase and Servicing Agreement and
this Agreement.
-5-
Executed
as of the day and year first above written.
▇▇▇▇▇▇▇▇▇
MORTGAGE HOME LOANS, INC.,
as
Seller
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
Senior
Vice President
COUNTRYWIDE
HOME SERVICING LP,
as
Servicer
by
COUNTRYWIDE GP, INC., its general partner
By:
/s/ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
Vice
President
LASALLE
BANK NATIONAL ASSOCIATION,
not
individually but solely as Trustee on behalf of
▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2006-1 - The Trust
▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2006-1 - The Trust
By:
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Assistant Vice President
-6-
Acknowledged
By:
▇▇▇▇▇
FARGO BANK, N.A.,
as
Master
Servicer
By:
/s/ ▇▇▇ ▇▇▇▇▇
Name:
▇▇▇
▇▇▇▇▇
Title:
Vice President
-7-
EXHIBIT
A
Modifications
to the Purchase and Servicing Agreement
1. The
provisions of the Purchase and Servicing Agreement shall be applicable to
the
Mortgage Loans, except as modified herein.
2. The
definition of “Business Day” in Article 1 is hereby amended as
follows:
Business
Day:
Any day
other than (a) a Saturday or Sunday or (b) a day on which banking and savings
and loan institutions in the States of California, Delaware, New York, Maryland,
Minnesota, Illinois, Texas or Iowa are authorized or obligated by law or
executive order to be closed.
3. The
definition of “Escrow Account” in Article 1 is hereby amended as
follows:
Escrow
Account:
The
separate trust account or accounts created and maintained pursuant to this
Agreement which shall be entitled “Countrywide Home Loans Servicing LP, as
Servicer, in trust for the Trustee on behalf of ▇▇▇▇▇▇▇▇▇ Mortgage Securities
Trust 2006-1.
4. Section
3.2(b) (Representations and Warranties Regarding Individual Mortgage Loans)
is
hereby deleted and replaced as follows:
(b) No
Delinquencies or Advances. All payments required to be made prior to the
related
Cut-off Date for such Mortgage Loans under the terms of the Mortgage Note
have
been made; Countrywide has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner
of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the
payment of any amount required by the Mortgage Loan; and
the
delinquency history for the Mortgage Loans set forth on Exhibit D attached
hereto is complete, true and correct in all material respects.
5. The
definition of “Qualified Substitute Mortgage Loan” in Article 1 is hereby
amended by the addition of the following language at the end of the first
sentence thereof:
and
(vi)
qualify as a substitute Mortgage Loan under the Pooling and Servicing Agreement.
6. Section
4. 4 (Establishment of Custodial Accounts; Deposits in Custodial Accounts)
is
hereby amended by replacing the phrase “in trust for ▇▇▇▇▇▇▇▇▇ Mortgage Home
Loans, Inc.” in the first paragraph with the phrase “ in trust for the Trustee
on behalf of ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust
2006-1”
-8-
7. Section
4.5 (Permitted Withdrawals From the Custodial Account) is hereby amended
by
deleting clause (b) and replacing it with the following:
(b) to
reimburse itself for each unreimbursed Monthly Advance provided, that with
respect to any Mortgage Loan, Countrywide’s right to reimbursement shall be
limited to the funds collected by Countrywide from the related Mortgagor
or any
other Person, including, but not limited to, Liquidation Proceeds and
Condemnation Proceeds, and with respect to REO Property, funds received as
rental or similar income. Countrywide’s right to reimbursement set forth in the
preceding sentence shall be prior to the rights of the Trust; provided however,
that in the event that Countrywide determines in good faith that any
unreimbursed Monthly Advances will not be recoverable from amounts representing
late recoveries of payments of principal or interest respecting the particular
Mortgage Loan as to which such Monthly Advance was made or from Liquidation
Proceeds with respect to such Mortgage Loan, Countrywide may reimburse itself
for such amounts from the Custodial Account, it being understood, in the
case of
any such reimbursement, that Countrywide’s right thereto shall be prior to the
rights of the Trust;
8. Section
4.6 (Establishment of Escrow Accounts; Deposits in Escrow Accounts) is hereby
amended by deleting the language “in trust for ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans,
Inc. and/or various mortgagors” in the first paragraph and replacing it with the
phrase “in trust for the Trustee on behalf of ▇▇▇▇▇▇▇▇▇ Mortgage Securities
Trust
2006-1”
9. Section
4.13 (Title, Management and Disposition of REO Property) is hereby amended
by:
(i) deleting
subsection (a) and replacing it with the following:
In
the
event that title to the Mortgaged Property is acquired in foreclosure or
by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in
the
name of the Trust.
(ii) adding
the following paragraph as the second paragraph of subsection (a):
Notwithstanding
anything to the contrary contained in this Section 4.13, in the event
Countrywide has actual notice of, or has actual knowledge that a Mortgaged
Property is contaminated by hazardous or toxic substances or wastes, Servicer
shall not, on behalf of the Trustee and Trust, either (i) obtain title to
such
Mortgaged Property as a result of or in lieu of foreclosure or otherwise
or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trust or Trustee
would be considered to hold title to, to be a “mortgagee-in-possession of, or to
be an “owner” or “operator” of such Mortgaged Property within the meaning of the
Comprehensive Environmental Response, Compensation and Liability act of 1980,
as
amended from time to time, or any comparable law, unless the Servicer has
also
previously determined, based on its reasonable judgment and a report prepared
by
a Person who regularly conducts environmental audits using customary industry
standards, that:
-9-
(a)
such
Mortgaged Property is in compliance with applicable environmental laws, or,
if
not, that it would be in the best economic interest of the Trust to take
such
actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(b)
there
are no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any
federal, state or local law or regulation, or that if any such materials
are
present for which such action could be required, that it would be in the
best
economic interest of the Trust to take such actions with respect to the affected
Mortgaged Property.
Upon
completion of the audit, Countrywide shall provide the Trustee and the Master
Servicer with a copy of such audit. In the event that the environmental
inspection report indicates that the Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, Countrywide shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, unless otherwise
consented to by the Trustee on behalf of the Trust. In the event that the
environmental inspection report is inconclusive as to the whether or not
the
Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
Countrywide shall not proceed with foreclosure or acceptance of a deed in
lieu
of foreclosure. The cost of the environmental audit report contemplated by
this
Section 4.13 shall be advanced by the Servicer, subject to the Servicer’s right
to be reimbursed therefor from the Custodial Account or Escrow Account as
provided in the Purchase and Servicing Agreement.
-10-
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Trust to take such actions as are necessary to bring any
such
Mortgaged Property into compliance with applicable environmental laws, or
to
take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall
take
such action as it deems to be in the best economic interest of the Trust;
provided, however, that the Servicer shall not proceed with foreclosure or
acceptance of a deed in lieu of foreclosure if the estimated costs of the
environmental clean up, as estimated in the environmental audit repot, together
with the Servicing Advances and Monthly Advances made by the Master Servicer
and
the estimated costs of foreclosure or acceptance of a deed in lieu of
foreclosure exceeds the estimated value of the Mortgaged Property. The cost
of
any such compliance, containment, cleanup or remediation shall be advanced
by
the Servicer, subject to the Servicer’s right to be reimbursed therefor from the
Custodial Account or Escrow Account as provided in the Purchase and Servicing
Agreement.
(iii) by
replacing the first paragraph of subsection (c) with the following:
Countrywide
shall use its reasonable efforts to dispose of each REO Property as soon
as
possible and shall sell each REO Property in any event within three (3) years
after title has been taken to such REO Property, unless (a) a REMIC election
has
not been made with respect to the arrangement under which the Mortgage Loans
and
the REO Property are held, or (b) Countrywide determines, and gives an
appropriate notice to the Master Servicer to such effect, that a longer period
is necessary for the orderly liquidation of such REO Property and Countrywide,
at its expense, obtains an extension of time from the Internal Revenue Service
to sell the REO Property or provides an opinion of counsel that the REMIC
status
is not affected if Countrywide has not disposed of the REO Property within
such
three (3) year period. If a period longer than three (3) years is permitted
under the foregoing sentence and is necessary to sell any REO Property,
Countrywide shall report monthly to the Master Servicer as to the progress
being
made in selling such REO Property.
10. Section
5.02 (Periodic Reports to the Purchaser) is hereby amended by adding the
following paragraph at the end of (a):
Countrywide
agrees to include in its monthly report the information required by Exhibit
C
hereto in a format reasonably acceptable to the Master Servicer and Countrywide;
provided that Countrywide will not be required to provide information regarding
prepayment penalties to the extent such prepayments penalties are retained
by
Countrywide.
-11-
11. New
Section 8.16 (Termination of Rights and Obligations) is hereby added to read
as
follows:
All
rights and obligations of the Master Servicer and the Trustee hereunder (other
than the right to indemnification and the indemnification obligations) shall
terminate upon termination of the Trust pursuant to the Pooling and Servicing
Agreement.
-12-
EXHIBIT
B
Purchase
and Servicing Agreement
-13-
EXHIBIT
C
Reporting
Formats
-14-
EXHIBIT
D
Loan
Delinquency History
-15-
SCHEDULE
I
Mortgage
Loan Schedule
(delivered
to the Trustee in electronic format)
-16-
EXECUTION
VERSION
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated January 30, 2006,
among
▇.▇. ▇▇▇▇▇▇ Mortgage Acquisition Corp., (“Assignor”),
▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc., (“Assignee”),
and
Countrywide Home Loans Servicing LP, (the “Servicer”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration, the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
1. The
Assignor hereby grants, transfers and assigns to Assignee all of the right,
title, interest and obligations of Assignor, as “Purchaser”, in, to and under
that certain that certain Amended and Restated Servicing Agreement, dated
as of
December 1, 2005 (the “Servicing
Agreement”),
by
and between the Assignor and the Servicer, a copy of which is attached hereto
as
Exhibit B,
with
respect to the mortgage loans identified on Exhibit A
attached
hereto (the “Mortgage
Loans”).
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and all obligations of
the
Assignor with respect to any mortgage loans subject to the Servicing Agreement
which are not the Mortgage Loans set forth on Exhibit A
attached
hereto and are not the subject of this Assignment, Assumption and Recognition
Agreement and all obligations with respect to the Mortgage Loans that arise
prior to the date hereof.
2. The
Assignor warrants and represents to, and covenants with, the Assignee
that:
(1) The
Assignor has full corporate power and authority to execute, deliver and perform
under this Assignment, Assumption and Recognition Agreement, and to consummate
the transactions set forth herein. The execution, delivery and performance
of
the Assignor of this Assignment, Assumption and Recognition Agreement, and
the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action of the Assignor. This Assignment,
Assumption and Recognition Agreement has been duly executed and delivered
by the
Assignor and constitutes the valid and legally binding obligation of the
Assignor enforceable against the Assignor in accordance with its respective
terms;
(2) The
Assignor has not received notice or, and has no knowledge of, any offsets,
counterclaims or other defenses available to the Servicer with respect to
the
Servicing Agreement or the Mortgage Loans;
(3) The
Assignor represents that a true and correct copy of the Servicing Agreement
is
attached hereto as Exhibit B
and the
Servicing Agreement is in full force and effect. The Assignor has not waived
or
agreed to any waiver under, or agreed to any amendment or other modification
of,
the Servicing Agreement, including without limitation the transfer of the
servicing obligations under the Servicing Agreement. The Assignor has no
knowledge of, and has not received notice of, any termination of, waivers
under
or amendments or other modifications of, or assignments of rights or obligations
under or defaults under the Servicing Agreement;
(4) The
Assignor is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, and has all requisite
corporate power and authority to sell the Mortgage Loans;
(5) No
material consent, approval, order or authorization of, or declaration, filing
or
registration with, any governmental entity is required to be obtained or
made by
the Assignor in connection with the execution, delivery or performance by
the
Assignor of this Assignment, Assumption and Recognition Agreement, or the
consummation by it of the transactions contemplated hereby; and
(6) The
assignment of the Mortgage Loans complies with the requirements for assignment
set forth in Section 8.06 of the Servicing Agreement.
3. The
Assignee warrants and represents to, and covenants with, the Assignor and
the
Servicer that:
(1) The
Assignee is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has all requisite corporate
power
and authority to consummate the transaction contemplated hereunder;
(2) The
Assignee has full corporate power and authority to execute, deliver and perform
under this Assignment, Assumption and Recognition Agreement, and to consummate
the transactions set forth herein. The execution, delivery and performance
of
the Assignee of this Assignment, Assumption and Recognition Agreement, and
the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action of the Assignee. This Assignment,
Assumption and Recognition Agreement has been duly executed and delivered
by the
Assignee and constitutes the valid and legally binding obligation of the
Assignee enforceable against the Assignee in accordance with its respective
terms;
(3) No
material consent, approval, order or authorization of, or declaration, filing
or
registration with, any governmental entity is required to be obtained or
made by
the Assignee in connection with the execution, delivery or performance by
the
Assignee of this Assignment, Assumption and Recognition Agreement, or the
consummation by it of the transactions contemplated hereby;
(4) The
Assignee agrees to be bound, as “Purchaser” by all of the terms, covenants and
conditions of the Servicing Agreement, as modified herein, and from and after
the date hereof, the Assignee assumes for the benefit of each of the Assignor
and the Servicer all of the Assignor’s obligations as “Purchaser” thereunder,
with respect to the Mortgage Loans;
-2-
4. The
Servicer warrants and represents to, and covenants with, the Assignor and
the
Assignee that:
(1) The
Servicing Agreement is in full force and effect. The Servicer has not waived
or
agreed to any waiver under, or agreed to any amendment or other modification
of,
the Servicing Agreement, except as otherwise specified herein. The Servicer
has
no knowledge of, and has not received notice of, any termination, waivers
under
or amendments or other modifications of, or assignments of rights or obligations
under or defaults under the Servicing Agreement, other than as contemplated
herein;
(2) Upon
the
Assignor’s transfer of the Mortgage Loans to the Assignee, the Servicer will
recognize the Assignee as owner of the Mortgage Loans and as “Purchaser” of the
Mortgage Loans pursuant to the Servicing Agreement, and will service those
Mortgage Loans in accordance with the terms of the Servicing
Agreement;
(3) The
representations set forth in Section 3.01 of the Servicing Agreement (other
than
Sections 3.01(i) and 3.01(l)) are deemed to be made on the date of this
Agreement and are true and correct as of the date hereof; and
(4) The
Servicer has executed and delivered to the Assignee a Servicing Control
Agreement in the form attached hereto as Exhibit C, on or prior to the date
hereof.
5. The
Servicing Agreement is hereby amended as follows:
(1) Article
I
(Definitions) is amended as follows:
(a) The
definition of “Business Day” is amended to delete the phrase “State of
California or the State of Texas” and replace it with the phrase “States of
California, Delaware, Maryland, Minnesota, New York or Texas.”
(b) The
definition of “Custodian” is amended to delete the definition and replace it
with the following:
Custodian: LaSalle
Bank National Association, its successor in interest or assign, or such other
custodian that may be designated by the Purchaser from time to
time.
(c) The
definition of “Servicing Fee Rate” is amended to delete the definition and
replace it with the following:
"Servicing
Fee Rate: With respect to each Mortgage Loan, a rate equal to (a) 25 basis
points (0.25%) per annum per Mortgage Loan prior to the initial adjustment,
and
(b) 37.5 basis points (.375%) per annum per Mortgage Loan
thereafter."
(2) Section
4.10 (Maintenance of Hazard Insurance) is modified to add the following phrase
after the word “Countrywide” in the sixth sentence: “its successors and/or
assigns.”
-3-
(3) Section
4.12 (Fidelity Bond; Errors and Omissions Insurance) is modified to delete
the
last sentence and replace it with the following:
Upon
request of the Purchaser Countrywide shall cause to be delivered to the
Purchaser a certified true copy of such Fidelity Bond or a certificate
evidencing the same with a statement from the surety and insurer that the
bond/policy will not be terminated, modified or materially changed without
thirty (30) days prior written notice to the Purchaser.
(4) Section
4.13 (Title, Management and Disposition of REO Property) is amended in the
first
sentence of the last paragraph to add the following language at the end of
the
sentence:
“provided,
that unless the price is at least ninety-five percent (95%) of the outstanding
principal balance of such Mortgage Loan, the Purchaser’s consent shall be
obtained.”
6. (5) Section
5.06 (Purchaser’s Access to Countrywide’s Records) is modified to add the phrase
“Purchaser's designee and the Purchaser's regulators.” after the word
“Purchaser” in the first sentence.
(6) Section
6.04 (Limitation on Liability of Countrywide and Others) is modified to add
the
following language at the end of the third sentence of the first
paragraph:
“provided
however, the Purchaser may record or cause to be recorded an Assignment of
Mortgage if it is necessary to protect the Purchaser’s interest in such Mortgage
Loan or the Purchaser otherwise reasonably determines that recordation is
necessary.”
7. This
Assignment, Assumption and Recognition Agreement shall be construed in
accordance with the laws of the State of New York, without regard to conflicts
of law principles, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
8. No
term
or provision of this Assignment, Assumption and Recognition Agreement may
be
waived or modified unless such waiver or modification is in writing and signed
by the party against whom such waiver or modification is sought to be
enforced.
9. This
Assignment, Assumption and Recognition Agreement shall inure to the benefit
of
the successors and assigns of the parties hereto. Any entity into which Assignor
or Assignee may be merged or consolidated shall, without the requirement
for any
further writing, be deemed Assignor or Assignee, respectively,
hereunder.
10. Each
of
this Assignment, Assumption and Recognition Agreement and the Servicing
Agreement shall survive the conveyance of the Mortgage Loans and the assignment
of the Servicing Agreement (to the extent assigned hereunder) by Assignor
to
Assignee and nothing contained herein shall supersede or amend the terms
of the
Servicing Agreement.
-4-
11. This
Assignment, Assumption and Recognition Agreement may be executed simultaneously
in any number of counterparts. Each counterpart shall be deemed to be an
original and all such counterparts shall constitute one and the same
instrument.
12. In
the
event that any provision of this Assignment, Assumption and Recognition
Agreement conflicts with any provision of the Servicing Agreement with respect
to the Mortgage Loans, the terms of this Assignment, Assumption and Recognition
Agreement shall control.
13. Capitalized
terms used in this Assignment, Assumption and Recognition Agreement (including
the exhibits hereto) but not defined in this Agreement shall have the meanings
given to such terms in the Servicing Agreement.
14. Addresses
for purposes of all notices and correspondence related to the Mortgage Loans
and
this Assignment, Assumption and Recognition Agreement is:
In
the
case of the Assignor:
▇.▇.
▇▇▇▇▇▇ Mortgage Acquisition Corp.
▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
With
a
copy to:
JPMorgan
Chase & Co.
▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
General Counsel’s Office
In
the
case of the Assignee:
▇▇▇▇▇▇▇▇▇
Mortgage Home Loans, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
In
the
case of the Servicer:
Countrywide
Home Loans Servicing LP,
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇▇▇▇▇▇▇/Investor Accounting
-5-
With
copy
to:
Countrywide
Home Loans, Inc.
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
General Counsel
[Signature
Page Follows]
-6-
IN
WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement to be executed by their duly authorized officers as
of the
date first above written.
▇.▇.
▇▇▇▇▇▇ Mortgage Acquisition Corp.,
as
Assignor
By:
__________________________
Its:
__________________________
▇▇▇▇▇▇▇▇▇
Mortgage Home Loans, Inc.,
as
Assignee
By:
__________________________
Its:
__________________________
Acknowledged
and Accepted by:
Countrywide
Home Loans Servicing LP,
as
Servicer
By:
Countrywide GP, Inc., its General Partner
By:
Its:
-7-
EXHIBIT
A
to
Assignment, Assumption and Recognition Agreement
THE
MORTGAGE LOANS
DELIVERED
ELECTRONICALLY TO ALL PARTIES
A-1-
EXHIBIT
B
to
Assignment, Assumption and Recognition Agreement
SERVICING
AGREEMENT
B-1-
EXHIBIT
C
to
Assignment, Assumption and Recognition Agreement
SERVICING
CONTROL AGREEMENT
▇▇▇▇▇▇▇▇▇
Mortgage Home Loans, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇,
▇▇, ▇▇ ▇▇▇▇▇
[Date]
[Servicer]
Re: Servicing
Control Agreement
Gentlemen:
___________________
(“Servicer”) is servicing certain mortgage loans (the “Mortgage Loans”) for
▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. (“▇▇▇▇▇▇▇▇▇”) pursuant to that certain
_________________________ Agreement, dated ________between the Servicer and
▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇ obtains financing from various lenders (each, as further
defined below, a “Lender” and individually and collectively, the “Lenders”),
secured by the Mortgage Loans and related assets, including proceeds thereof
(collectively, the “Collateral”). This letter agreement confirms the agreement
among the Servicer, ▇▇▇▇▇▇▇▇▇ and the Lenders as to the matters set forth
herein.
Servicer
may be notified from time to time of the identity of Lenders by delivery
to
Servicer of a Lender Notice in the form of Annex 1 attached hereto, and upon
delivery of such Lender Notice to Servicer the lender identified in such
Lender
Notice shall be a Lender hereunder entitled to all of the rights and benefits
hereof, until such time as a Lender Termination Notice in the form of Annex
2,
executed by the Lender shall have been delivered to Servicer with respect
to
such Lender. Servicer agrees to acknowledge receipt of each Lender Notice
and
Lender Termination Notice by executing such Lender Notice or Lender Termination
Notice, as applicable, and delivering it to the applicable Lender, with a
copy
to ▇▇▇▇▇▇▇▇▇.
Servicer
acknowledges that the Collateral may include ▇▇▇▇▇▇▇▇▇’▇ right, title and
interest in, to and under the Servicing Agreement, and that upon an event
of
default under the applicable financing arrangements, the applicable Lender
shall
be entitled to exercise and enforce ▇▇▇▇▇▇▇▇▇’▇ rights under the Servicing
Agreement, including termination thereof to the extent provided in the Servicing
Agreement and the applicable financing documents. ▇▇▇▇▇▇▇▇▇ agrees to pay
all
termination fees or other amounts due to Servicer in connection with any
termination of the Servicing Agreement and transfer of the servicing by
Lender.
C-1-
Servicer
further agrees that, unless otherwise agreed in writing by ▇▇▇▇▇▇▇▇▇ and
all of
the Lenders, Servicer shall remit all amounts collected on account of the
Mortgage Loans, after deduction of amounts which Servicer is entitled to
retain
in accordance with the Servicing Agreement, solely to the following
account(s):
(a) with
respect to Mortgage Loans that are master serviced by ▇▇▇▇▇ Fargo as master
servicer, to the account specified by such master servicer for such purposes;
and
(a) in
all
other cases, to the following account:
ABA
#▇▇▇▇▇▇▇▇▇
LaSalle
CHGO/CTR/BNF:/LaSalle Trust
Account
No. ▇▇▇▇▇▇▇
Attn:
▇▇▇▇ ▇▇▇▇▇
(▇▇▇)
▇▇▇-▇▇▇▇
The
provisions of this letter agreement shall apply to each Mortgage Loan from
the
time Servicer commences servicing of such Mortgage Loan pursuant to the
Servicing Agreement until Servicer has received a Loan Termination Notice
in the
form of Annex 3 attached hereto executed by the Lender relating to such Mortgage
Loan.
▇▇▇▇▇▇▇▇▇
shall indemnify and hold the Servicer harmless for any and all claims asserted
against it for any actions taken in good faith by the Servicer in accordance
with this agreement.
Notices
or other communications hereunder shall be given or made in writing (including
without limitation by email, telex or telecopy) delivered to the intended
recipient at the “Address for Notices” specified below its name on the signature
pages hereof or in the applicable Lender Notice; or, as to any party, at
such
other address as shall be designated by such party in a written notice to
each
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopy or personally delivered or, in the case of a mailed notice, upon
receipt.
No
provision of this letter agreement may be modified, amended or revoked without
the prior written consent of ▇▇▇▇▇▇▇▇▇ and each Lender.
C-2-
This
letter agreement shall not be assignable by any party without the prior written
consent of the other parties, shall be binding upon and inure to the benefit
of
the parties and their respective successors and assigns, and shall be governed
by and construed in accordance with the internal laws of the State of New
York
without reference to principles of conflicts of laws.
C-3-
Please
acknowledge acceptance and agreement to the foregoing by signing and returning
the enclosed copy of this letter.
Very
truly yours,
▇▇▇▇▇▇▇▇▇
MORTGAGE HOME LOANS,
INC.
By
Name
__________________________
Title__________________________
Address
for Notices:
▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
Xen
Stanhope
Telecopier:
(▇▇▇) ▇▇▇-▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
with
a
copy to:
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier:
(▇▇▇) ▇▇▇-▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
ACCEPTED
AND AGREED TO:
[Servicer]
By
__________________________
Name:
Title:
Address
for Notices:
Attention:
Telecopier:
Telephone:
▇-▇-
▇▇▇▇▇
▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇:
You
are
hereby notified that the undersigned is a Lender as defined in, and subject
to
the rights and benefits of, the Servicing Control Agreement between ▇▇▇▇▇▇▇▇▇
Mortgage Home Loans, Inc. and the Servicer identified below.
Please
acknowledge receipt of this Lender Notice by executing a copy hereof as provided
below and delivering it to Lender, with a copy to ▇▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇▇
MORTGAGE HOME LOANS, INC.
By:_______________________
Name:
Title:
[LENDER]
By:________________________
Name:
Title:
Address
for Notices:
____________________________
____________________________
____________________________
Attention:
Telecopier:
Telephone:
C-5-
ACKNOWLEDGED
AND AGREED:
[Servicer]
By:_____________________
Name:
Title:
▇-▇-
▇▇▇▇▇
▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ NOTICE
To:
|
Re:
|
Letter
Agreement dated ________________, 2005 between _______________
(“Servicer”), ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. (“▇▇▇▇▇▇▇▇▇”) and the
Lenders from time to time party thereto (the “Servicing Control
Agreement”)
|
Gentlemen:
You
are
hereby notified that the undersigned Lender is no longer a Lender as defined
in
the above referenced Servicing Control Agreement.
Please
acknowledge receipt of this Lender Termination Notice by executing a copy
hereof
as provided below and delivering it to the undersigned, with a copy to
▇▇▇▇▇▇▇▇▇.
▇▇▇▇▇▇▇▇▇
MORTGAGE HOME LOANS, INC.
By:
__________________________________
Name:
Title:
[LENDER]
By:
__________________________________
Name:
Title:
ACKNOWLEDGED
AND AGREED:
[Servicer]
By:
__________________________________
Name:
Title:
▇-▇-
▇▇▇▇▇
▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ NOTICE
To:
|
Re:
|
Letter
Agreement dated ___________, 2005 between _____________ (“Servicer”),
▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. (“▇▇▇▇▇▇▇▇▇”) and the Lenders from
time to time party thereto (the “Servicing Control
Agreement”)
|
Gentlemen:
You
are
hereby instructed, effective on _____________ (the “Servicing Transfer Date”),
to service the Mortgage Loans listed on Exhibit A attached hereto to
_______________.
From
and
after the Servicing Transfer Date, the Mortgage Loans listed on Exhibit
A
shall no
longer be subject to the provisions of the Servicing Control
Agreement.
▇▇▇▇▇▇▇▇▇
MORTGAGE HOME
LOANS,
INC.
By:
__________________________________
Name:
Title:
[LENDER
1]
By:
__________________________________
Name:
Title:
[LENDER
2]
By:
__________________________________
Name:
Title:
C-8-
ACKNOWLEDGED
AND AGREED:
[Servicer]
By:
__________________________________
Name:
Title:
C-9-