EX 99.21
EXECUTION COPY
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MASTER INTERIM SERVICING AGREEMENT
between
Centre Capital Group, Inc.,
Purchaser
and
Greenpoint Mortgage Funding Inc.,
Interim Servicer
Dated as of March 17, 2000
CONVENTIONAL FIXED AND ADJUSTABLE RATE
RESIDENTIAL MORTGAGE LOANS
Group No. 2000-1
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions...................................................................................1
ARTICLE II
SERVICING
Section 2.01 Interim Servicer to Act as Servicer...........................................................8
Section 2.02 Collection of Mortgage Loan Payments..........................................................9
Section 2.03 Establishment of and Deposits to Custodial Account............................................9
Section 2.04 Permitted Withdrawals From Custodial Account.................................................10
Section 2.05 Establishment of and Deposits to Escrow Account..............................................11
Section 2.06 Permitted Withdrawals From Escrow Account....................................................12
Section 2.07 Payment of Taxes, Insurance and Other Charges................................................12
Section 2.08 PMI and LPMI Obligations.....................................................................12
Section 2.09 Protection of Accounts.......................................................................13
Section 2.10 Maintenance of Hazard Insurance..............................................................13
Section 2.11 Maintenance of Mortgage Impairment Insurance.................................................15
Section 2.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance..............................15
Section 2.13 Inspections..................................................................................15
Section 2.14 Restoration of Mortgaged Property............................................................16
Section 2.15 Maintenance of PMI Policy and/or LPMI Policy; Claims.........................................16
Section 2.16 Notification of Adjustments..................................................................17
ARTICLE III
PAYMENTS TO PURCHASER
Section 3.01 Remittances..................................................................................18
Section 3.02 Statements to Purchaser......................................................................18
Section 3.03 Principal and Interest Advances by Interim Servicer..........................................19
ARTICLE IV
GENERAL SERVICING PROCEDURES
Section 4.01 Transfers of Mortgaged Property..............................................................19
Section 4.02 Satisfaction of Mortgages and Release of Mortgage Files......................................19
Section 4.03 Servicing Compensation.......................................................................20
Section 4.04 Right to Examine Interim Servicer Records....................................................20
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ARTICLE V
INTERIM SERVICER TO COOPERATE
Section 5.01 Provision of Information.....................................................................20
Section 5.02 Financial Statements; Servicing Facilities...................................................21
ARTICLE VI
TERMINATION
Section 6.01 Damages......................................................................................21
Section 6.02 Termination Upon Transfer of Servicing.......................................................21
Section 6.03 Servicing Transfer Provisions................................................................22
ARTICLE VII
BOOKS AND RECORDS
Section 7.01 Possession of Servicing Files Prior to the Transfer Date.....................................24
ARTICLE VIII
INDEMNIFICATION AND ASSIGNMENT
Section 8.01 Indemnification..............................................................................25
Section 8.02 Limitation on Liability of Interim Servicer and Others.......................................26
Section 8.03 Limitation on Resignation and Assignment by Interim Servicer.................................26
Section 8.04 Assignment by Purchaser......................................................................27
ARTICLE IX
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
Section 9.01 Authority and Capacity.......................................................................27
Section 9.02 Assistance...................................................................................27
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ARTICLE X
REPRESENTATIONS AND WARRANTIES OF INTERIM SERVICER
Section 10.01 Due Organization and Authority...............................................................27
Section 10.02 Ordinary Course of Business..................................................................28
Section 10.03 No Conflicts.................................................................................28
Section 10.04 Ability to Service...........................................................................28
Section 10.05 Ability to Perform...........................................................................28
Section 10.06 No Litigation Pending........................................................................28
Section 10.07 No Consent Required..........................................................................29
Section 10.08 No Untrue Information........................................................................29
Section 10.09 Computer Systems.............................................................................29
ARTICLE XI
DEFAULT
Section 11.01 Events of Default............................................................................29
Section 11.02 Waiver of Defaults...........................................................................30
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Notices......................................................................................31
Section 12.02 Waivers......................................................................................31
Section 12.03 Entire Agreement; Amendment..................................................................31
Section 12.04 Execution; Binding Effect....................................................................31
Section 12.05 Headings.....................................................................................32
Section 12.06 Applicable Law...............................................................................32
Section 12.07 Relationship of Parties......................................................................32
Section 12.08 Severability of Provisions...................................................................32
Section 12.09 Recordation of Assignments of Mortgage.......................................................32
Section 12.10 Appointment and Designation of Master Servicer...............................................32
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EXHIBITS
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EXHIBIT 1 FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT 2 FORM OF CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT 3 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT 4 FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT 5 FORM OF ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT 6 MORTGAGE LOAN SCHEDULE
EXHIBIT 7 CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 8 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 9 FORM OF ACKNOWLEDGMENT AGREEMENT
EXHIBIT 10 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
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Interim Servicing Agreement
This Interim Servicing Agreement (the "Agreement") is entered into as
of the 17th day of March, 2000, by and between GREENPOINT MORTGAGE FUNDING INC.,
(the "Interim Servicer"), a New York corporation and CENTRE CAPITAL GROUP, INC.,
a North Carolina corporation (the "Purchaser").
WHEREAS, the Purchaser desires to have the Interim Servicer service the
Mortgage Loans in each Mortgage Loan Package during the period between the
related Purchase Date and the related Transfer Date (the "Interim Period"), the
Interim Servicer desires to service and administer such Mortgage Loans on behalf
of the Purchaser, or its designee or assignee, during the related Interim
Period, and the parties desire to provide the terms and conditions of such
interim servicing by the Interim Servicer.
NOW, THEREFORE, in consideration of the mutual covenants made herein
and for other good and valuable consideration the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. The following terms are defined as
follows (except as otherwise agreed by the parties).
Accepted Servicing Practices: With respect to any Mortgage
Loan, those mortgage servicing practices of prudent mortgage lending
institutions which service mortgage loans of the same type as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is located.
Agreement: This agreement between the Purchaser and the
Interim Servicer for the interim servicing and administration of the Mortgage
Loans.
Ancillary Income: All income (other than principal and
interest) derived from the Mortgage Loans, including but not limited to, late
charges, prepayment penalties, fees received with respect to checks or bank
drafts returned by the related bank for non-sufficient funds, assumption fees,
optional insurance administrative fees and all other incidental fees and
charges. The Interim Servicer shall retain all Ancillary Income as part of the
Servicing Fee to the extent not required to be deposited into the Custodial
Account.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.
Appropriate Federal Banking Agency: Appropriate Federal
Banking Agency shall have the meaning ascribed to it by Section 1813(q) of Title
12 of the United States Code, as amended from time to time.
ARM Mortgage Loan: A Mortgage Loan pursuant to which the
interest rate shall be adjusted from time to time in accordance with the related
Mortgage Note.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than (i) a Saturday or Sunday, or
(ii) a federal holiday.
CCGI: Centre Capital Group, Inc.
Custodial Account: The separate account or accounts created
and maintained pursuant to Section 2.03.
Cut-off Date: The first day of the month in which the related
Purchase Date occurs.
Determination Date: The last day of the month immediately preceding the
related Remittance Date (or if such day is not a Business Day, the Business Day
immediately preceding such day).
Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of maturity not
later than the Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed
by, the United States of America, or any agency or instrumentality of
the United States of America the obligations of which are backed by the
full faith and credit of the United States of America; and
(ii) federal funds, demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the laws
of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment or contractual
commitment providing for such investment the commercial paper or other
short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial
paper or other short-term debt obligations of such holding company) are
rated "P-1" by ▇▇▇▇▇'▇ Investors Service, Inc. and the long-term debt
obligations of such holding company) are rated "P-1" by ▇▇▇▇▇'▇
Investors Service, Inc. and the long-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the long-term debt obligations of such
holding company) are rated at least "Aa" by ▇▇▇▇▇'▇ Investors Service,
Inc.
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provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations.
Escrow Account: The separate account or accounts created and
maintained pursuant to Section 2.05.
Escrow Payment: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances
enumerated in Section 11.01.
▇▇▇▇▇▇ Mae: ▇▇▇▇▇▇ ▇▇▇, or any successor thereto.
▇▇▇▇▇▇ Mae Guides: The ▇▇▇▇▇▇ ▇▇▇ Selling Guide and the ▇▇▇▇▇▇
Mae Servicing Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
▇▇▇▇▇▇▇ Mac: ▇▇▇▇▇▇▇ Mac, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Interim
Servicer pursuant to Section 2.12.
Gross Margin: With respect to each ARM Mortgage Loan, the
fixed percentage amount set forth in the related Mortgage Note which is added to
the Index to determine the Mortgage Interest Rate for ARM Mortgage Loans.
Index: With respect to each ARM Mortgage Loan and with respect
to each related interest rate adjustment date, the index as specified in the
related Mortgage Note.
Insurance Proceeds: With respect to each Mortgage Loan,
proceeds of insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Insured Depository Institution: Insured Depository Institution
shall have the meaning ascribed to such term by Section 1813(c)(2) of Title 12
of the United States Code, as amended from time to time.
Interest Rate Adjustment Date: The date on which an adjustment
to the Mortgage Interest Rate with respect to each ARM Mortgage Loan becomes
effective.
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Interim Period: The period between the related Purchase Date
and the related Transfer Date.
Lifetime Rate Cap: With respect to each ARM Mortgage Loan, the
provision of each Mortgage Note which provides for an absolute maximum Mortgage
Interest Rate thereunder.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan,
the ratio of the outstanding principal amount of the Mortgage Loan as of the
related Cut-off Date (unless otherwise indicated) to the lesser of (a) the
Appraised Value of the Mortgaged Property and (b) if the Mortgage Loan was made
to finance the acquisition of the related Mortgaged Property, the purchase price
of the Mortgaged Property, expressed as a percentage.
LPMI Loan: A Mortgage Loan with a LPMI Policy.
LPMI Policy: A policy of primary mortgage guaranty insurance
issued by United Guaranty Corporation or another Qualified Insurer pursuant to
which the related premium is to be paid by the Servicer of the related Mortgage
Loan from payments of interest made by the Mortgagor in an amount as is set
forth in the related Trade Confirmation Letter and Mortgage Loan Schedule.
LPMI Fee: With respect to each LPMI Loan, the portion of the
Mortgage Interest Rate as set forth on the related Mortgage Loan Schedule (which
shall be payable solely from the interest portion of Monthly Payments, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds), which, during such
period prior to the required cancellation of the LPMI Policy, shall be used to
pay the premium due on the related LPMI Policy.
Monthly Payment: The scheduled monthly payment of principal
and interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument
securing a Mortgage Note, which creates a first lien on an unsubordinated estate
in fee simple in real property securing the Mortgage Note.
Mortgaged Property: The real property securing repayment of
the debt evidenced by a Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage
Loan referred to in Exhibit 7 annexed hereto, and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or
blanket hazard insurance policy as described in Section 2.11.
Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note.
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Mortgage Loan: An individual Mortgage Loan which is the
subject of this Agreement, purchased by the Purchaser on a servicing released
basis, each Mortgage Loan being identified on the Mortgage Loan Schedule, which
Mortgage Loan includes without limitation the Mortgage File, the Monthly
Payments, Insurance Proceeds, Servicing Rights and all other rights, benefits,
proceeds and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The documents contained in the
Mortgage File pertaining to each Mortgage Loan.
Mortgage Loan Package: A pool of Mortgage Loans sold to the
Purchaser on a Purchase Date.
Mortgage Loan Remittance Rate: With respect to each Mortgage
Loan, the annual rate of interest remitted to the Purchaser, which shall be
equal to the Mortgage Interest Rate minus the sum of (a) Servicing Fee and (b)
with respect to LPMI Loans, the LPMI Fee.
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed
hereto as Exhibit 6, such schedule setting forth the following information with
respect to each Mortgage Loan: (1) the Mortgage Loan identifying number; (2) the
Mortgagor's name; (3) the street address of the Mortgaged Property including the
city, state and zip code; (4) a code indicating the occupancy status; (5) a code
indicating whether the Mortgaged Property is a single family residence, a 2-4
family residence, a condominium unit or a unit in a planned unit development;
(6) the original months to maturity or the remaining months to maturity from the
related 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; (7) the Loan-to-Value Ratio at origination; (8)
the Mortgage Interest Rate as of the related Cut-off Date; (9) the date on which
the Mortgage Loan was originated; (10) the stated maturity date; (11) the amount
of the Monthly Payment; (12) the last payment date on which a payment was
actually applied to the outstanding principal balance; (13) the original
principal amount of the Mortgage Loan; (14) the principal balance of the
Mortgage Loan as of the close of business on the related Cut-off Date, after
deduction of payments of principal received on or before the related Cut-off
Date; (15) the servicing fee pursuant to the related Interim Servicing Agreement
or the related Servicing Agreement, as applicable; (16) a code indicating the
purpose of the Mortgage Loan; (17) a code indicating the type of documentation
program; (18) a code indicating the loan purpose; (19) with respect to ARM
Mortgage Loans, the first Interest Rate Adjustment Date; (20) with respect to
ARM Mortgage Loans, the Gross Margin; (21) with respect to ARM Mortgage Loans,
the Lifetime Rate Cap under the terms of the Mortgage Note; (22) with respect to
ARM Mortgage Loans, the Periodic Rate Cap under the terms of the Mortgage Note;
(23) with respect to ARM Mortgage Loans, the Mortgage Interest Rate adjustment
frequency; (24) with respect to ARM Mortgage Loans, the minimum Mortgage
Interest Rate under the terms of the Mortgage Note; (25) the origination points;
(26) the originator; (27) the Interim Servicer; and (28) a code indicating
whether the Mortgage Loans is a Servicing Retained Mortgage Loan or a Servicing
Released Mortgage Loan. With respect to the Mortgage Loans in the aggregate, the
Mortgage Loan Schedule shall set forth the following information, as of the
related Cut-off Date: (1) the number of Mortgage Loans; (2) the current
aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted
average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted
average maturity of the Mortgage Loans.
Mortgagor: The obligor on a Mortgage Note.
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Periodic Rate Cap: With respect to each ARM Mortgage Loan, the
provision of each Mortgage Note which provides for an absolute maximum amount by
which the Mortgage Interest Rate therein may increase on an Interest Rate
Adjustment Date above the Mortgage Interest Rate previously in effect.
PMI Policy: A policy of primary mortgage guaranty insurance
issued by United Guaranty Corporation acceptable to the Purchaser in its sole
discretion.
Prime Rate: The prime rate announced to be in effect from time
to time, as published as the average rate in The Wall Street Journal.
Purchase Date: The date or dates on which the Purchaser from
time to time shall purchase the Mortgage Loans listed on the related Mortgage
Loan Schedule from the Interim Servicer.
Purchaser: Centre Capital Group, Inc. and its assigns and or
successors in interest.
Qualified Depository: A depository the accounts of which are
insured by the FDIC through he BIF or the SAIF and the debt ogbligation of which
are rated AA or better by Standard & Poor's.
Qualified Insurer: United Guaranty Corporation, or an insurer
acceptable to the Purchaser in its sole discretion.
Remittance Date: The remittance date shall be the 10th day (or
if such 10th day is not a Business Day, the first Business Day immediately
following) of any month, following the First Remittance Date.
Repurchase Price: With respect to any Mortgage Loan, a price
equal to (i) the Stated Principal Balance of the Mortgage Loan plus (ii)
interest on such Stated Principal Balance at the Mortgage Interest Rate from the
date on which interest has last been paid and distributed to the Purchaser to
the date of repurchase, less amounts received, if any, plus amounts advanced, if
any, by any servicer, in respect of such repurchased Mortgage Loan.
SAIF: The Savings Association Insurance Fund, or any successor
thereto.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred in the performance by the Interim Servicer of its
servicing obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement or judicial proceedings, including foreclosures, (c) the management
and liquidation of the Mortgaged Property if the Mortgaged Property is acquired
in satisfaction of the Mortgage and (d) compliance with the obligations under
Section 2.07.
Servicing Fee: With respect to each Mortgage Loan, an amount
equal to $8.00 per month plus any Ancillary Income received with respect to such
Mortgage Loan. Such fee shall be payable monthly and shall be pro rated for any
portion of a month during which the Mortgage Loans is serviced pursuant to this
Agreement. 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 the Interim Servicer, or as otherwise provided
under Section 2.04.
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Servicing File: With respect to each Mortgage Loan, the file
retained by the Interim Servicer consisting of originals of all documents in the
Mortgage File which are not delivered to the Purchaser and copies of the
Mortgage Loan Documents listed on Exhibit 7 attached hereto.
Servicing Officer: Any officer of the Interim Servicer
involved in or responsible for, the administration and servicing of the Mortgage
Loans whose name appears on a list of servicing officers furnished by the
Interim Servicer to the Purchaser upon request, as such list may from time to
time be amended.
Servicing Rights: Any and all of the following: (a) any and
all rights to service the Mortgage Loans; (b) any payments to or monies received
by the Interim Servicer for servicing the Mortgage Loans; (c) any late fees,
penalties or similar payments with respect to the Mortgage Loans; (d) all
agreements or documents creating, defining or evidencing any such servicing
rights to the extent they relate to such servicing rights and all rights of the
Interim Servicer thereunder; (e) Escrow Payments or other similar payments with
respect to the Mortgage Loans and any amounts actually collected by the Interim
Servicer with respect thereto; (f) all accounts and other rights to payment
related to any of the property described in this paragraph; and (g) any and all
documents, files, records, servicing files, servicing documents, servicing
records, data tapes, computer records, or other information pertaining to the
Mortgage Loans or pertaining to the past, present or prospective servicing of
the Mortgage Loans.
Stated Principal Balance: As to each Mortgage Loan, as of any
date of determination, (i) the principal balance of the Mortgage Loan as of such
date of determination after giving effect to payments of principal received on
or before such date, minus (ii) all amounts previously distributed to the
Purchaser with respect to the related Mortgage Loan representing payments or
recoveries of principal or advances in lieu thereof.
Trade Confirmation Letter: With respect to the purchase of
each Mortgage Loan, the related letter agreement setting forth the general terms
and conditions of such transaction and identifying the Mortgage Loans to be
purchased thereunder.
Transfer Date: Shall mean, with respect to any Mortgage Loan,
the date agreed upon by the Interim Servicer and the Purchaser, which shall in
no event be later than 30 calendar days following the related Purchase Date,
unless otherwise stated in the related Trade Confirmation Letter.
Well Capitalized: Well Capitalized shall mean, with respect to
any Insured Depository Institution, the maintenance by such Insured Depository
Institution of capital ratios at or above the required minimum levels for such
capital category under the regulations promulgated pursuant to Section 1831(o)
of the United States Code, as amended from time to time, by the Appropriate
Federal Banking Agency for such institution, as such regulation may be amended
from time to time.
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ARTICLE II
SERVICING
Section 2.01 Interim Servicer to Act as Servicer. With respect
to the Mortgage Loans in each Mortgage Loan Package purchased by the Purchaser,
from and after the related Purchase Date, the Interim Servicer, as an
independent contractor, shall, from time to time, service and administer the
Mortgage Loans, by execution and delivery of (a) the related Acknowledgement
Agreement, in the form attached hereto as Exhibit 9, and (b) the related
Assignment and Assumption Agreement, in the form attached hereto as Exhibit 10,
and shall have full power and authority, acting alone, to do any and all things
in connection with such servicing and administration which the Interim Servicer
may deem necessary or desirable, consistent with the terms of this Agreement and
with Accepted Servicing Practices.
Consistent with the terms of this Agreement, the Interim
Servicer 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 the Interim Servicer's reasonable and prudent
determination such waiver, modification, postponement or indulgence is not
materially adverse to the Purchaser, provided, however, that unless the Interim
Servicer has obtained the prior written consent of the Purchaser, the Interim
Servicer shall not permit any modification with respect to any Mortgage Loan
that would change the Mortgage Interest Rate, defer or forgive the payment of
principal or interest, reduce or increase the outstanding principal balance
(except for actual payments of principal) or change the final maturity date on
such Mortgage Loan. In the event of any such modification which permits the
deferral of interest or principal payments on any Mortgage Loan, the Interim
Servicer shall, on the Business Day immediately preceding the Remittance Date in
any month in which any such principal or interest payment has been deferred,
deposit in the Custodial Account from its own funds, in accordance with Section
2.03, the difference between (a) such month's principal and one month's interest
at the Mortgage Loan Remittance Rate on the unpaid principal balance of such
Mortgage Loan and (b) the amount paid by the Mortgagor. The Interim Servicer
shall be entitled to reimbursement for such advances to the same extent as for
all other advances made pursuant to Section 2.04 or upon the related Transfer
Date. Without limiting the generality of the foregoing, the Interim Servicer
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 Properties. If reasonably required by the Interim Servicer, the
Purchaser shall furnish the Interim Servicer with any powers of attorney and
other documents necessary or appropriate to enable the Interim Servicer to carry
out its servicing and administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Interim
Servicer shall employ procedures (including collection procedures) and exercise
the same care that it customarily employs and exercises in servicing and
administering mortgage loans for its own account, giving due consideration to
Accepted Servicing Practices where such practices do not conflict with the
requirements of this Agreement, and the Purchaser's reliance on the Interim
Servicer.
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The Interim Servicer shall keep at its servicing office books
and records in which, subject to such reasonable regulations as it may
prescribe, the Interim Servicer shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance
with the terms hereof. For the purposes of this Agreement, Interim Servicer
shall be under no obligation to deal with any Person with respect to this
Agreement or the Mortgage Loans unless the Interim Servicer has been notified of
such transfers as provided in this Section 2.01. The Purchaser may sell and
transfer, in whole or in part, the Mortgage Loans, provided that no such sale
and transfer shall be binding upon Interim Servicer unless such transferee shall
agree in writing in the form of the Assignment and Assumption Agreement attached
hereto Exhibit 8, to be bound by the terms of this Agreement, and an executed
copy of the same shall have been delivered to the Interim Servicer. Upon receipt
thereof, Interim Servicer shall ▇▇▇▇ its books and records to reflect the
ownership of the Mortgage Loans by such assignee, and the previous Purchaser
shall be released from its obligations hereunder. This Agreement shall be
binding upon and inure to the benefit of the Purchaser and Interim Servicer and
their permitted successors, assignees and designees.
Section 2.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the related Transfer Date, the Interim
Servicer shall proceed diligently to collect all payments due under each of the
Mortgage Loans when the same shall become due and payable and shall take special
care in ascertaining and estimating Escrow Payments and all other charges that
will become due and payable with respect to the Mortgage Loans and each related
Mortgaged Property, to the end that the installments payable by the Mortgagors
will be sufficient to pay such charges as and when they become due and payable.
Section 2.03 Establishment of and Deposits to Custodial
Account. The Interim Servicer shall segregate and hold all funds collected and
received pursuant to the Mortgage Loans separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Custodial
Accounts, in the form of time deposit or demand accounts, titled
"________________ in trust for Centre Capital Group, Inc., Residential Fixed and
Adjustable Rate Mortgage Loans, Group No. 2000-1 and various Mortgagors". The
Custodial Account shall be established with a Qualified Depository acceptable to
the Purchaser. Any funds deposited in the Custodial Account shall at all times
be fully insured to the full extent permitted under applicable law. Funds
deposited in the Custodial Account may be drawn on by the Interim Servicer in
accordance with Section 2.04. The creation of any Custodial Account shall be
evidenced by a certification in the form of Exhibit 2 hereto, in the case of an
account established with the Interim Servicer, or by a letter agreement in the
form of Exhibit 3 hereto, in the case of an account held by a depository other
than the Interim Servicer. A copy of such certification or letter agreement
shall be furnished to the Purchaser and, upon request, to any subsequent
Purchaser.
The Interim Servicer shall deposit in the Custodial Account
within 48 hours of receipt, and retain therein, the following collections
received by the Interim Servicer after the related Cut-off Date:
(i) all payments on account of principal on the Mortgage
Loans;
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(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Loan Remittance Rate;
(iii) all Insurance Proceeds including amounts required to be
deposited pursuant to Section 2.10 (other than proceeds to be held in
the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with
Section 2.14), Section 2.11 and Section 2.15;
(iv) any amount required to be deposited in the Custodial
Account pursuant to Section 2.01, 2.09, 4.01 or 4.02;
(v) any amounts required to be deposited by the Interim
Servicer pursuant to Section 2.11 in connection with the deductible
clause in any blanket hazard insurance policy.
The foregoing requirements for deposit into the Custodial
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of assumption
fees, to the extent permitted by Section 4.01, need not be deposited by the
Interim Servicer into the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to
the benefit of the Interim Servicer and the Interim Servicer shall be entitled
to retain and withdraw such interest from the Custodial Account pursuant to
Section 2.04.
Section 2.04 Permitted Withdrawals From Custodial Account. The
Interim Servicer shall, from time to time, withdraw funds from the Custodial
Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in
the manner provided for in Section 3.01;
(ii) with respect to each LPMI Loan, in the amount of the LPMI
Fee, to make payments with respect to premiums for LPMI Policies;
(iii) to reimburse itself for unreimbursed Servicing Advances
and any unpaid Servicing Fees, the Interim Servicer's right to
reimburse itself pursuant to this subclause (ii) with respect to any
Mortgage Loan being limited to related Insurance Proceeds and such
other amounts as may be collected by the Interim Servicer from the
Mortgagor or otherwise relating to the Mortgage Loan, it being
understood that, in the case of any such reimbursement, the Interim
Servicer's right thereto shall be prior to the rights of the Purchaser
except that, where the Interim Servicer is required to repurchase a
Mortgage Loan pursuant to Section 4.02 of this Agreement, the Interim
Servicer's right to such reimbursement shall be subsequent to the
payment to the Purchaser of the Repurchase Price pursuant to such
sections and all other amounts required to be paid to the Purchaser
with respect to such Mortgage Loan;
(iv) to pay itself interest on funds deposited in the
Custodial Account;
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(v) to reimburse itself for expenses incurred and reimbursable
to it pursuant to Section 4.03;
(vi) to clear and terminate the Custodial Account upon the
termination of this Agreement; and
(vii) to withdraw funds deposited in error.
In the event that the Custodial Account is interest bearing,
on each Remittance Date, the Interim Servicer shall withdraw all funds from the
Custodial Account except for those amounts which, pursuant to Section 3.01, the
Interim Servicer is not obligated to remit on such Remittance Date. The Interim
Servicer may use such withdrawn funds only for the purposes described in this
Section 2.04.
Section 2.05 Establishment of and Deposits to Escrow Account.
The Interim Servicer shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan constituting Escrow Payments separate and apart from
any of its own funds and general assets and shall establish and maintain one or
more Escrow Accounts, in the form of time deposit or demand accounts, titled,
"_______________, in trust for Centre Capital Group, Inc. Residential Fixed and
Adjustable Rate Mortgage Loans, Group No. 2000-1 and various Mortgagors". The
Escrow Accounts shall be established with a Qualified Depository, in a manner
which shall provide maximum available insurance thereunder. Funds deposited in
the Escrow Account may be drawn on by the Interim Servicer in accordance with
Section 2.06. The creation of any Escrow Account shall be evidenced by a
certification in the form of Exhibit 4 hereto, in the case of an account
established with the Interim Servicer, or by a letter agreement in the form of
Exhibit 5 hereto, in the case of an account held by a depository other than the
Interim Servicer. A copy of such certification shall be furnished to the
Purchaser and, upon request, to any subsequent Purchaser.
The Interim Servicer shall deposit in the Escrow Account or
Accounts within 48 hours of receipt, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage
Loans, for the purpose of effecting timely payment of any such items as
required under the terms of this Agreement;
(ii) all amounts representing Insurance Proceeds which are to
be applied to the restoration or repair of any Mortgaged Property; and
The Interim Servicer shall make withdrawals from the Escrow
Account only to effect such payments as are required under this Agreement, as
set forth in Section 2.06. The Interim Servicer shall be entitled to retain any
interest paid on funds deposited in the Escrow Account by the depository
institution, other than interest on escrowed funds required by law to be paid to
the Mortgagor. To the extent required by law, the Interim Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non-interest bearing or that interest paid thereon is
insufficient for such purposes.
Section 2.06 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the Interim
Servicer only:
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(i) to effect timely payments of ground rents, taxes,
assessments, water rates, mortgage insurance premiums, condominium
charges, fire and hazard insurance premiums or other items constituting
Escrow Payments for the related Mortgage;
(ii) to reimburse the Interim Servicer for any Servicing
Advance made by the Interim Servicer pursuant to Section 2.07 with
respect to a related Mortgage Loan, but only from amounts received on
the related Mortgage Loan which represent late collections of Escrow
Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in
excess of the amounts required under the terms of the related Mortgage
Loan;
(iv) for transfer to the Custodial Account and application to
reduce the principal balance of the Mortgage Loan in accordance with
the terms of the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of the Mortgaged
Property in accordance with the procedures outlined in Section 2.14;
(vi) to pay to the Interim Servicer, or any Mortgagor to the
extent required by law, any interest paid on the funds deposited in the
Escrow Account;
(vii) to clear and terminate the Escrow Account on the
termination of this Agreement; and
(viii) to withdraw funds deposited in error.
Section 2.07 Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Interim Servicer shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water rates,
sewer rents, and other charges which are or may become a lien upon the Mortgaged
Property and the status of PMI Policy and LPMI Policy premiums and fire and
hazard insurance coverage and 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, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been
estimated and accumulated by the Interim Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. To the extent that a
Mortgage does not provide for Escrow Payments, the Interim Servicer shall
determine that any such payments are made by the Mortgagor at the time they
first become due. The Interim Servicer assumes full responsibility for the
timely payment of all such bills and shall effect timely payment of all such
charges irrespective of each Mortgagor's faithful performance in the payment of
same or the making of the Escrow Payments, and the Interim Servicer shall make
advances from its own funds to effect such payments.
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Section 2.08 PMI and LPMI Obligations. The Interim Servicer
shall comply with all provisions of applicable state and federal law relating to
the cancellation of, or collection of premiums with respect to, PMI Policies and
LPMI Policies, including, but not limited to, the provisions of the Homeowners
Protection Act of 1998, and all regulations promulgated thereunder, as amended
from time to time. The Interim Servicer shall be obligated to make premium
payments with respect to (a) LPMI Policies, and (b) if the Mortgagor fails to
pay any PMI Policy premium, such PMI Policy.
Section 2.09 Protection of Accounts. The Interim Servicer may
transfer the Custodial Account or the Escrow Account to a different Qualified
Depository from time to time. Such transfer shall be made only upon obtaining
the consent of the Purchaser, which consent shall not be withheld unreasonably.
The Interim Servicer shall bear any expenses, losses or
damages sustained by the Purchaser because the Custodial Account and/or the
Escrow Account are not demand deposit accounts.
Amounts on deposit in the Custodial Account and the Escrow
Account may at the option of the Interim Servicer be invested in Eligible
Investments; provided that in the event that amounts on deposit in the Custodial
Account or the Escrow Account exceed the amount fully insured by the FDIC (the
"Insured Amount") the Interim Servicer shall be obligated to invest the excess
amount over the Insured Amount in Eligible Investments on the same Business Day
as such excess amount becomes present in the Custodial Account or the Escrow
Account. Any such Eligible Investment shall mature no later than the date prior
to the Remittance Date next following the date of such Eligible Investment,
provided, however, that if such Eligible Investment is an obligation of a
Qualified Depository (other than the Interim Servicer) that maintains the
Custodial Account or the Escrow Account, then such Eligible Investment may
mature on such Remittance Date. Any such Eligible Investment shall be made in
the name of the Interim Servicer in trust for the benefit of the Purchaser. All
income on or gain realized from any such Eligible Investment shall be for the
benefit of the Interim Servicer and may be withdrawn at any time by the Interim
Servicer. Any losses incurred in respect of any such investment shall be
deposited in the Custodial Account or the Escrow Account, by the Interim
Servicer out of its own funds immediately as realized.
Section 2.10 Maintenance of Hazard Insurance. The Interim
Servicer shall cause to be maintained for each Mortgage Loan, hazard insurance
such that all buildings upon the Mortgaged Property are insured by a generally
acceptable insurer rated A:VI or better in the current Best's Key Rating Guide
("Best's") against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the Mortgaged Property is located, in
an amount which is at least equal to the lesser of (i) the maximum insurable
value of the improvements securing such Mortgage Loan and (ii) the greater of
(a) the outstanding principal balance of the Mortgage Loan and (b) an amount
such that the proceeds thereof shall be sufficient to prevent the Mortgagor or
the loss payee from becoming a co-insurer.
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If upon origination of the Mortgage Loan, the related
Mortgaged Property was located 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) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
is in effect with a generally acceptable insurance carrier rated A:VI or better
in Best's in an amount representing coverage equal to the lesser of (i) the
minimum amount required, under the terms of coverage, to compensate for any
damage or loss on a replacement cost basis (or the unpaid balance of the
mortgage if replacement cost coverage is not available for the type of building
insured) and (ii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended. If at any time during the
term of the Mortgage Loan, the Interim Servicer determines in accordance with
applicable law and pursuant to the ▇▇▇▇▇▇ Mae Guides that a Mortgaged Property
is located in a special flood hazard area and is not covered by flood insurance
or is covered in an amount less than the amount required by the Flood Disaster
Protection Act of 1973, as amended, the Interim Servicer shall notify the
related Mortgagor that the Mortgagor must obtain such flood insurance coverage,
and if said Mortgagor fails to obtain the required flood insurance coverage
within forty-five (45) days after such notification, the Interim Servicer shall
immediately force place the required flood insurance on the Mortgagor's behalf.
If a Mortgage is secured by a unit in a condominium project,
the Interim Servicer shall verify that the coverage required of the owner's
association, including hazard, flood, liability, and fidelity coverage, is being
maintained in accordance with then current ▇▇▇▇▇▇ ▇▇▇ requirements, and secure
from the owner's association its agreement to notify the Interim Servicer
promptly of any change in the insurance coverage or of any condemnation or
casualty loss that may have a material effect on the value of the Mortgaged
Property as security.
The Interim Servicer shall cause to be maintained on each
Mortgaged Property any additional insurance as may be required pursuant to
applicable laws.
In the event that any Purchaser or the Interim Servicer shall
determine that the Mortgaged Property should be insured against loss or damage
by hazards and risks not covered by the insurance required to be maintained by
the Mortgagor pursuant to the terms of the Mortgage, the Interim Servicer shall,
in accordance with Accepted Servicing Practices, provide notice of such to the
Mortgagor.
All policies required hereunder shall name the Interim
Servicer as loss payee and shall be endorsed with standard or New York mortgagee
clauses, without contribution, which shall provide for at least 30 days prior
written notice of any cancellation, reduction in amount or material change in
coverage.
The Interim Servicer shall not interfere with the Mortgagor's
freedom of choice in selecting either his insurance carrier or agent, provided,
however, that the Interim Servicer shall not accept any such insurance policies
from insurance companies unless such companies are rated A:VI or better in
Best's and are licensed to do business in the jurisdiction in which the
Mortgaged Property is located. The Interim Servicer shall determine that such
policies provide sufficient risk coverage and amounts, that they insure the
property owner, and that they properly describe the property address. The
Interim Servicer shall furnish to the Mortgagor a formal notice of expiration of
any such insurance in sufficient time for the Mortgagor to arrange for renewal
coverage by the expiration date.
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Pursuant to Section 2.03, any amounts collected by the Interim
Servicer under any such policies (other than amounts to be deposited in the
Escrow Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor, in accordance with the Interim Servicer's normal
servicing procedures as specified in Section 2.14) shall be deposited in the
Custodial Account subject to withdrawal pursuant to Section 2.04.
Section 2.11 Maintenance of Mortgage Impairment Insurance. In
the event that the Interim Servicer shall obtain and maintain a blanket policy
insuring against losses arising from fire and hazards covered under extended
coverage on all of the Mortgage Loans, then, to the extent such policy provides
coverage in an amount equal to the amount required pursuant to Section 2.10 and
otherwise complies with all other requirements of Section 2.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section
2.10. Any amounts collected by the Interim Servicer under any such policy
relating to a Mortgage Loan shall be deposited in the Custodial Account subject
to withdrawal pursuant to Section 2.04. Such policy may contain a deductible
clause, in which case, in the event that there shall not have been maintained on
the related Mortgaged Property a policy complying with Section 2.10, and there
shall have been a loss which would have been covered by such policy, the Interim
Servicer shall deposit in the Custodial Account at the time of such loss the
amount not otherwise payable under the blanket policy because of such deductible
clause, such amount to be deposited from the Interim Servicer's funds, without
reimbursement therefor. Upon request of the Purchaser, the Interim Servicer
shall cause to be delivered to the Purchaser a certified true copy of such
policy and a statement from the insurer thereunder that such policy shall in no
event be terminated or materially modified without 30 days' prior written notice
to the Purchaser.
Section 2.12 Maintenance of Fidelity Bond and Errors and
Omissions Insurance. The Interim Servicer shall maintain with responsible
companies, at its own expense, a blanket Fidelity Bond and an Errors and
Omissions Insurance Policy, with broad coverage on all officers, employees or
other persons acting in any capacity requiring such persons to handle funds,
money, documents or papers relating to the Mortgage Loans ("Interim Servicer
Employees"). Any such Fidelity Bond and Errors and Omissions Insurance Policy
shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and
insure the Interim Servicer against losses, including forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of such Interim
Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy
also shall protect and insure the Interim Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 2.12 requiring such Fidelity Bond and Errors and Omissions Insurance
Policy shall diminish or relieve the Interim Servicer from its duties and
obligations as set forth in this Agreement. The minimum coverage under any such
bond and insurance policy shall be at least equal to the corresponding amounts
required by ▇▇▇▇▇▇ Mae in the ▇▇▇▇▇▇ ▇▇▇ Guides or by ▇▇▇▇▇▇▇ Mac in the ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇' & Servicers' Guide. Upon the request of the Purchaser, the Interim
Servicer shall cause to be delivered to the Purchaser a certified true copy of
such fidelity bond and insurance policy and a statement from the surety and the
insurer that such fidelity bond and insurance policy shall in no event be
terminated or materially modified without 30 days' prior written notice to the
Purchaser.
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Section 2.13 Inspections. The Interim Servicer shall inspect
the Mortgaged Property as often as deemed necessary by the Interim Servicer to
assure itself that the value of the Mortgaged Property is being preserved in
accordance with Accepted Servicing Practices or as may be required by the
primary mortgage guaranty insurer. The Interim Servicer shall keep a written
report of each such inspection.
Section 2.14 Restoration of Mortgaged Property. The Interim
Servicer need not obtain the approval of the Purchaser prior to releasing any
Insurance Proceeds to the Mortgagor to be applied to the restoration or repair
of the Mortgaged Property if such release is in accordance with Accepted
Servicing Practices. At a minimum, the Interim Servicer shall comply with the
following conditions in connection with any such release of Insurance Proceeds:
(i) the Interim Servicer shall receive satisfactory
independent verification of completion of repairs and issuance of any
required approvals with respect thereto;
(ii) the Interim Servicer shall take all steps necessary to
preserve the priority of the lien of the Mortgage, including, but not
limited to requiring waivers with respect to mechanics' and
materialmen's liens;
(iii) the Interim Servicer shall verify that the Mortgage Loan
is not in default; and
(iv) pending repairs or restoration, the Interim Servicer
shall place the Insurance Proceeds in the Escrow Account.
If the Purchaser is named as an additional loss payee, the
Interim Servicer is hereby empowered to endorse any loss draft issued in respect
of such a claim in the name of the Purchaser.
Section 2.15 Maintenance of PMI Policy and/or LPMI Policy;
Claims. With respect to each Mortgage Loan with a LTV in excess of 80%, the
Interim Servicer shall,
(i) with respect to Mortgage Loans which are not LPMI Loans,
without any cost to the Purchaser, maintain or cause the Mortgagor to
maintain in full force and effect a PMI Policy insuring that portion of
the Mortgage Loan in excess of 67% (or such other percentage as stated
in the related Acknowledgment Agreement) of value, and shall pay or
shall cause the Mortgagor to pay the premium thereon on a timely basis,
until the LTV of such Mortgage Loan is reduced to 80%. In the event
that such PMI Policy shall be terminated, the Interim Servicer shall
obtain from another Qualified Insurer a comparable replacement policy,
with a total coverage equal to the remaining coverage of such
terminated PMI Policy, at substantially the same fee level. The Interim
Servicer shall not take any action which would result in noncoverage
under any applicable PMI Policy of any loss which, but for the actions
of the Interim Servicer would have been covered thereunder. In
connection with any assumption or substitution agreement entered into
or to be entered into pursuant to Section 4.01, the Interim Servicer
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 PMI Policy and shall take all actions which may be
required by such insurer as a condition to the continuation of coverage
under such PMI Policy. If such PMI Policy is terminated as a result of
such assumption or substitution of liability, the Interim Servicer
shall obtain a replacement PMI Policy as provided above.
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(ii) with respect to LPMI Loans, maintain in full force and
effect an LPMI Policy insuring that portion of the Mortgage Loan in
excess of 67% (or such other percentage as stated in the related
Acknowledgment Agreement) of value, and from time to time, withdraw the
LPMI Fee with respect to such LPMI Loan from the Custodial Account in
order to pay the premium thereon on a timely basis, until the LTV of
such Mortgage Loan is reduced to 80%. In the event that the interest
payments made with respect to any LPMI Loan are less than the LPMI Fee,
the Interim Servicer shall advance from its own funds the amount of any
such shortfall in the LPMI Fee, in payment of the premium on the
related LPMI Policy. Any such advance shall be a Servicing Advance
subject to reimbursement pursuant to the provisions on Section 2.04. In
the event that such LPMI Policy shall be terminated, the Interim
Servicer shall obtain from another Qualified Insurer a comparable
replacement policy, with a total coverage equal to the remaining
coverage of such terminated LPMI Policy, at substantially the same fee
level. The Interim Servicer shall not take any action which would
result in noncoverage under any applicable LPMI Policy of any loss
which, but for the actions of the Interim Servicer would have been
covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 4.01,
the Interim Servicer shall promptly notify the insurer under the
related LPMI Policy, if any, of such assumption or substitution of
liability in accordance with the terms of such LPMI Policy and shall
take all actions which may be required by such insurer as a condition
to the continuation of coverage under such PMI Policy. If such LPMI
Policy is terminated as a result of such assumption or substitution of
liability, the Interim Servicer shall obtain a replacement LPMI Policy
as provided above.
In connection with its activities as servicer, the Interim
Servicer agrees to prepare and present, on behalf of itself and the Purchaser,
claims to the insurer under any PMI Policy or LPMI Policy in a timely fashion in
accordance with the terms of such PMI Policy or LPMI Policy and, in this regard,
to take such action as shall be necessary to permit recovery under any PMI
Policy or LPMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section
2.03, any amounts collected by the Interim Servicer under any PMI Policy or LPMI
Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 2.04.
Section 2.16 Notification of Adjustments. With respect to each
ARM Mortgage Loan, the Interim Servicer shall adjust the Mortgage Interest Rate
on the related Interest Rate Adjustment Date in compliance with the requirements
of applicable law and the related Mortgage and Mortgage Note. The Interim
Servicer 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 adjustments. The Interim Servicer 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 (such notifications and additional
data to be provided at the Purchaser's expense). Upon the discovery by the
Interim Servicer or the receipt of notice from the Purchaser that the Interim
Servicer has failed to adjust a Mortgage Interest Rate in accordance with the
terms of the related Mortgage Note, the Interim Servicer shall immediately
deposit in the Custodial Account from its own funds the amount of any interest
loss or deferral caused the Purchaser thereby.
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ARTICLE III
PAYMENTS TO PURCHASER
Section 3.01 Remittances. On each Remittance Date the Interim
Servicer shall remit by wire transfer of immediately available funds to the
Purchaser (a) all amounts deposited in the Custodial Account as of the close of
business on the Determination Date (net of charges against or withdrawals from
the Custodial Account pursuant to Section 2.04), plus (b) all amounts, if any,
which the Interim Servicer is obligated to distribute pursuant to Section 2.02.
With respect to any remittance received by the Purchaser after
the second Business Day following the Business Day on which such payment was
due, the Interim Servicer shall pay to the Purchaser interest on any such late
payment at an annual rate equal to the Prime Rate, adjusted as of the date of
each change, plus three percentage points, but in no event greater than the
maximum amount permitted by applicable law. Such interest shall be deposited in
the Custodial Account by the Interim Servicer on the date such late payment is
made and shall cover the period commencing with the day following such second
Business Day and ending with the Business Day on which such payment is made,
both inclusive. Such interest shall be remitted along with the distribution
payable on the next succeeding Remittance Date. The payment by the Interim
Servicer of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Interim Servicer.
Section 3.02 Statements to Purchaser. Not later than the tenth
calendar day of each month, the Interim Servicer shall furnish to the Purchaser
a Monthly Remittance Advice, with a trial balance report attached thereto, in
the form of Exhibit 1 annexed hereto in hard copy and electronic medium mutually
acceptable to the parties as to the preceding remittance and the period ending
on the preceding Determination Date.
In addition, not more than 60 days after the end of each
calendar year, the Interim Servicer shall furnish to each Person who was a
Purchaser at any time during such calendar year an annual statement in
accordance with the requirements of applicable federal income tax law as to the
aggregate of remittances for the applicable portion of such year.
Such obligation of the Interim Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Interim Servicer pursuant to any requirements of the
Internal Revenue Code as from time to time are in force.
The Interim Servicer shall prepare and file any and all tax
returns, information statements or other filings required to be delivered to any
governmental taxing authority or to the Purchaser pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Interim Servicer shall provide the Purchaser with such information
concerning the Mortgage Loans as is necessary for the Purchaser to prepare its
federal income tax return as the Purchaser may reasonably request from time to
time.
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Section 3.03 Principal and Interest Advances by Interim
Servicer. The Interim Servicer shall have no obligation to advance any amounts
constituting delinquent Monthly Payments.
ARTICLE IV
GENERAL SERVICING PROCEDURES
Section 4.01 Transfers of Mortgaged Property. The Interim
Servicer shall use its best efforts to enforce any "due-on-sale" provision
contained in any Mortgage or Mortgage Note and to deny assumption by the person
to whom the Mortgaged Property has been or is about to be sold whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
Property has been conveyed by the Mortgagor, the Interim Servicer shall, to the
extent it has knowledge of such conveyance, exercise its rights to accelerate
the maturity of such Mortgage Loan under the "due-on-sale" clause applicable
thereto, provided, however, that the Interim Servicer shall not exercise such
rights if prohibited by law from doing so or if the exercise of such rights
would impair or threaten to impair any recovery under the related PMI Policy or
LPMI Policy, if any.
If the Interim Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Interim Servicer shall
enter into (i) an assumption and modification agreement with the person to whom
such property has been conveyed, pursuant to which such person becomes liable
under the Mortgage Note and the original Mortgagor remains liable thereon or
(ii) in the event the Interim Servicer is unable under applicable law to require
that the original Mortgagor remain liable under the Mortgage Note and the
Interim Servicer has the prior consent of the primary mortgage guaranty insurer,
a substitution of liability agreement with the purchaser of the Mortgaged
Property pursuant to which the original Mortgagor is released from liability and
the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes
liable under the Mortgage Note. In connection with any such assumption, neither
the Mortgage Interest Rate borne by the related Mortgage Note, the term of the
Mortgage Loan nor the outstanding principal amount of the Mortgage Loan shall be
changed.
To the extent that any Mortgage Loan is assumable, the Interim
Servicer shall inquire diligently into the creditworthiness of the proposed
transferee, and shall use the underwriting criteria for approving the credit of
the proposed transferee which are used by ▇▇▇▇▇▇ ▇▇▇ with respect to
underwriting mortgage loans of the same type as the Mortgage Loans. If the
credit of the proposed transferee does not meet such underwriting criteria, the
Interim Servicer diligently shall, to the extent permitted by the Mortgage or
the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage
Loan.
Section 4.02 Satisfaction of Mortgages and Release of Mortgage
Files. Upon the payment in full of any Mortgage Loan, or the receipt by the
Interim Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Interim Servicer shall notify the
Purchaser in the Monthly Remittance Advice as provided in Section 3.02, and may
request the release of any Mortgage Loan Documents from the Purchaser in
accordance with this Section 4.02 hereof.
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If the Interim Servicer satisfies or releases a Mortgage
without first having obtained payment in full of the indebtedness secured by the
Mortgage or should the Interim Servicer otherwise prejudice any rights the
Purchaser may have under the mortgage instruments, upon written demand of the
Purchaser, the Interim Servicer shall repurchase the related Mortgage Loan at
the Repurchase Price by deposit thereof in the Custodial Account within 2
Business Days of receipt of such demand by the Purchaser. The Interim Servicer
shall maintain the Fidelity Bond and Errors and Omissions Insurance Policy as
provided for in Section 2.12 insuring the Interim Servicer against any loss it
may sustain with respect to any Mortgage Loan not satisfied in accordance with
the procedures set forth herein.
Section 4.03 Servicing Compensation. As consideration for
servicing the Mortgage Loans during the period from the related Purchase Date up
to but not including the related Transfer Date, the Interim Servicer shall
retain a Servicing Fee with respect to each Mortgage Loan, which amount shall be
prorated for any portion of a month during which the Mortgage Loan is serviced
by the Interim Servicer pursuant to this Agreement. 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
the Interim Servicer, or as otherwise provided under Section 2.02.
Additional servicing compensation in the form of assumption
fees, to the extent provided in Section 4.01, shall be retained by the Interim
Servicer to the extent not required to be deposited in the Custodial Account.
The Interim Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be entitled to
reimbursement thereof except as specifically provided for herein.
Section 4.04 Right to Examine Interim Servicer Records. The
Purchaser shall have the right to examine and audit any and all of the books,
records, or other information of the Interim Servicer, whether held by the
Interim Servicer or by another on its behalf, with respect to or concerning this
Agreement or the Mortgage Loans, during business hours or at such other times as
may be reasonable under applicable circumstances, upon reasonable advance
notice.
ARTICLE V
INTERIM SERVICER TO COOPERATE
Section 5.01 Provision of Information. During the term of this
Agreement, the Interim Servicer shall furnish to the Purchaser such periodic,
special, or other reports or information, whether or not provided for herein, as
shall be necessary, reasonable, or appropriate with respect to the Purchaser or
the purposes of this Agreement. All such reports or information shall be
provided by and in accordance with all reasonable instructions and directions
which the Purchaser may give.
The Interim Servicer shall execute and deliver all such
instruments and take all such action as the Purchaser may reasonably request
from time to time, in order to effectuate the purposes and to carry out the
terms of this Agreement.
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Section 5.02 Financial Statements; Servicing Facilities. In
connection with marketing the Mortgage Loans, the Purchaser may make available
to a prospective Purchaser a Consolidated Statement of Operations of the Interim
Servicer for the most recently completed three fiscal years for which such a
statement is available, as well as a Consolidated Statement of Condition at the
end of the last two fiscal years covered by such Consolidated Statement of
Operations. The Interim Servicer also shall make available any comparable
interim statements to the extent any such statements have been prepared by or on
behalf of the Interim Servicer (and are available upon request to members or
stockholders of the Interim Servicer or to the public at large). If it has not
already done so, the Interim Servicer shall furnish promptly to the Purchaser
copies of the statement specified above.
The Interim Servicer shall make available to the Purchaser or
any prospective Purchaser a knowledgeable financial or accounting officer for
the purpose of answering questions respecting recent developments affecting the
Interim Servicer or the financial statements of the Interim Servicer, and to
permit any prospective Purchaser to inspect the Interim Servicer's servicing
facilities for the purpose of satisfying such prospective Purchaser that the
Interim Servicer have the ability to service the Mortgage Loans as provided in
this Agreement.
ARTICLE VI
TERMINATION
Section 6.01 Damages. The Purchaser shall have the right at
any time to seek and recover from the Interim Servicer any damages or losses
suffered by it as a result of any failure by the Interim Servicer to observe or
perform any duties, obligations, covenants or agreements herein contained.
Section 6.02 Termination Upon Transfer of Servicing.
(a) Termination Procedures. This Agreement shall terminate
with respect to the Mortgage Loans or portion thereof transferred on the related
Transfer Date; provided that the Purchaser shall have the option to extend the
related Transfer Date for 1 month from the original related Transfer Date upon
written notice to, and consent of the Interim Servicer at least 5 Business Days
prior to the related Transfer Date of its intent to extend the related Transfer
Date for 1 month.
The Purchaser may elect to terminate this Agreement and
transfer the servicing from the Interim Servicer prior to the Transfer Date with
respect to all or any portion of the Mortgage Loans by providing written notice
to the Interim Servicer of its intent to transfer the servicing at least 15
Business Days prior to the date on which it intends to transfer the servicing
from the Interim Servicer. On or before the date specified by the Purchaser in
accordance with this paragraph (a) for the transfer of servicing from the
Interim Servicer, the Interim Servicer shall transfer servicing in accordance
with Section 6.03 hereof. The Interim Servicer shall cooperate with the
Purchaser and such successor in effecting the termination of the Interim
Servicer's responsibilities and rights hereunder.
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(b) Servicing Advances. The Interim Servicer shall be
reimbursed on the Transfer Date for any Servicing Advances with respect to any
Mortgage Loan at the time of the related Transfer Date. This Section 6.02(b)
shall survive the related Transfer Date.
Section 6.03 Servicing Transfer Provisions. On the related
Transfer Date, the Purchaser, or its designee, shall assume all servicing
responsibilities related to, and the Interim Servicer shall cease all servicing
responsibilities related to, the Mortgage Loans.
On or prior to the related Transfer Date the Interim Servicer
shall, at its sole cost and expense take such steps as may be necessary or
appropriate to effectuate and evidence the transfer of the servicing of the
Mortgage Loans to the Purchaser, or its designee, including but not limited to
the following:
(a) Notice to Mortgagors. The Interim Servicer shall mail to
the Mortgagor of each Mortgage a letter advising the Mortgagor of the transfer
of the servicing of the related Mortgage Loan to Purchaser or its designee, in
accordance with the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ National Affordable Housing Act of 1990,
as the same may be amended from time to time, and the regulations provided in
accordance with the Real Estate Settlement Procedures Act; provided, however,
the content and format of the letter shall have the prior approval of Purchaser.
The Interim Servicer shall provide Purchaser with copies of all such notices no
later than the related Transfer Date.
(b) Notice to Taxing Authorities and Insurance Companies. The
Interim Servicer shall transmit to the applicable tax services, taxing
authorities and insurance companies (including primary mortgage insurance policy
insurers and flood insurance insurers, if applicable) and/or agents,
notification of the transfer of the servicing to the Purchaser, or its designee,
and instructions to deliver all notices, tax bills and insurance statements, as
the case may be, to the Purchaser from and after the related Transfer Date. The
Interim Servicer shall provide the Purchaser with copies of all such notices no
later than the related Transfer Date.
(c) Delivery of Servicing Records. The Interim Servicer shall
forward to the Purchaser, or its designee, all servicing records and the
Servicing File in the Interim Servicer's possession relating to each Mortgage
Loan including the information enumerated in the Interim Servicing Agreement.
(d) Escrow Payments. The Interim Servicer shall provide the
Purchaser, or its designee, with immediately available funds by wire transfer in
the amount of the net Escrow Payments and suspense balances and all loss draft
balances associated with the Mortgage Loans. The Interim Servicer shall provide
the Purchaser with an accounting statement of Escrow Payments and suspense
balances and loss draft balances sufficient to enable the Purchaser to reconcile
the amount of such payment with the accounts of the Mortgage Loans.
Additionally, the Interim Servicer shall wire transfer to the Purchaser the
amount of any agency, trustee or prepaid Mortgage Loan payments and all other
similar amounts held by the Interim Servicer.
(e) Payoffs and Assumptions. The Interim Servicer shall
provide to the Purchaser, or its designee, copies of all assumption and payoff
statements generated by the Interim Servicer on the Mortgage Loans from the
related Cut-off Date to the related Transfer Date.
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(f) Mortgage Payments Received Prior to Related Transfer Date.
Prior to the related Transfer Date all payments received by the Interim Servicer
on each Mortgage Loan shall be properly applied by the Interim Servicer to the
account of the particular Mortgagor.
(g) Mortgage Payments Received After Related Transfer Date.
The amount of any Monthly Payments received by the Interim Servicer shall be
forwarded to the Purchaser by (i) with respect to Monthly Payments received on
or prior to 30 days after the related Transfer Date, overnight mail on the date
of receipt and (ii) with respect to Monthly Payments received after 30 days from
the related Transfer Date, regular mail on the date of receipt. The Interim
Servicer shall notify the Purchaser of the particulars of the payment, which
notification requirement shall be satisfied if the Interim Servicer forwards
with its payment sufficient information to permit appropriate processing of the
payment by the Purchaser. The Interim Servicer shall assume full responsibility
for the necessary and appropriate legal application of Monthly Payments received
by the Interim Servicer after the related Transfer Date with respect to Mortgage
Loans then in foreclosure or bankruptcy; provided, for purposes of this
Agreement, necessary and appropriate legal application of such Monthly Payments
shall include, but not be limited to, endorsement of a Monthly Payment to the
Purchaser with the particulars of the payment such as the account number, dollar
amount, date received and any special Mortgagor application instructions.
(h) Misapplied Payments. Misapplied payments shall be
processed as follows:
(i) All parties shall cooperate in correcting misapplication
errors;
(ii) The party receiving notice of a misapplied payment
occurring prior to the related Transfer Date and discovered after the
related Transfer Date shall immediately notify the other party;
(iii) If a misapplied payment which occurred prior to the
related Transfer Date cannot be identified and said misapplied payment
has resulted in a shortage in a Custodial Account or Escrow Account,
the Interim Servicer shall be liable for the amount of such shortage.
The Interim Servicer shall reimburse the Purchaser for the amount of
such shortage within thirty (30) days after receipt of written demand
therefor from the Purchaser;
(iv) If a misapplied payment which occurred prior to the
related Transfer Date has created an improper Purchase Price as the
result of an inaccurate outstanding principal balance, a check shall be
issued to the party shorted by the improper payment application within
five (5) Business Days after notice thereof by the other party;
(v) Any check issued under the provisions of this Section
6.03(h) shall be accompanied by a statement indicating the
corresponding Interim Servicer and/or the Purchaser Mortgage Loan
identification number and an explanation of the allocation of any such
payments.
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(i) Books and Records. On the related Transfer Date, the
books, records and accounts of the Interim Servicer with respect to the Mortgage
Loans shall be in accordance with all applicable Purchaser requirements.
(j) Reconciliation. The Interim Servicer shall, on or before
the related Transfer Date, reconcile principal balances and make any monetary
adjustments required by the Purchaser. Any such monetary adjustments will be
transferred between the Interim Servicer and the Purchaser as appropriate.
(k) IRS Forms. The Interim Servicer shall prepare and file all
IRS forms 1098, 1099 and other applicable forms and reports which are required
to be filed with respect to the period prior to the related Transfer Date in
relation to the servicing and ownership of the Mortgage Loans. The Interim
Servicer shall provide copies of such forms to the Purchaser upon request and
shall reimburse the Purchaser for any costs or penalties incurred by the
Purchaser due to the Interim Servicer's failure to comply with this paragraph.
The Purchaser or the Purchaser's designee shall prepare and file all such
reports with respect to any period commencing on or after the related Transfer
Date.
(l) Tax Service Contracts. With respect to each Mortgage Loan
for which there is a tax service contract with an Approved Tax Service Contract
Provider in effect on the related Transfer Date, the Interim Servicer shall
assign such Tax Service Contract to the Purchaser or the Purchaser's designee.
In the event that the Interim Servicer is unable to assign the Tax Service
Contract to the Purchaser or the Purchaser's designee, the Interim Servicer
shall purchase a Tax Service Contract and assign the same to the Purchaser or
the Purchaser's designee.
(m) Flood Certification Contracts. With respect to each
Mortgage Loan for which there is a flood certification contract in effect on the
related Transfer Date, the Interim Servicer shall assign such flood
certification contract to the Purchaser or the Purchaser's designee. In the
event that the Interim Servicer is unable to assign the flood certification
contract to the Purchaser or the Purchaser's designee, the Interim Servicer
shall purchase a flood certification contract and assign the same to the
Purchaser or the Purchaser's designee.
ARTICLE VII
BOOKS AND RECORDS
Section 7.01 Possession of Servicing Files Prior to the
Transfer Date. Prior to the Transfer Date, the contents of each Servicing File
are and shall be held in trust by the Interim Servicer for the benefit of the
Purchaser as the owner thereof. The Interim Servicer shall maintain in the
Servicing File a copy of the contents of each Mortgage File and the originals of
the documents in each Mortgage File not delivered to the Purchaser. The
possession of the Servicing File by the Interim Servicer is at the will of the
Purchaser for the sole purpose of servicing the related Mortgage Loan, pursuant
to this Agreement, and such retention and possession by the Interim Servicer is
in its capacity as Interim Servicer only and at the election of the Purchaser.
The Interim Servicer shall release its custody of the contents of any Servicing
File only in accordance with written instructions from the Purchaser, unless
such release is required as incidental to the Interim Servicer's servicing of
the Mortgage Loans pursuant to this Agreement.
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The Interim Servicer shall be responsible for maintaining, and
shall maintain, a complete set of books and records for each Mortgage Loan which
shall be marked clearly to reflect the ownership of each Mortgage Loan by the
Purchaser. In particular, the Interim Servicer shall maintain in its possession,
available for inspection by the Purchaser or its designee, and shall deliver to
the Purchaser or its designee upon demand, evidence of compliance with all
federal, state and local laws, rules and regulations, and requirements of ▇▇▇▇▇▇
▇▇▇ or ▇▇▇▇▇▇▇ Mac, including but not limited to documentation as to the method
used in determining the applicability of the provisions of the Flood Disaster
Protection Act of 1973, as amended, to the Mortgaged Property, documentation
evidencing insurance coverage and eligibility of any condominium project for
approval by ▇▇▇▇▇▇ Mae and periodic inspection reports as required by Section
2.13.
The Interim Servicer shall keep at its servicing office books
and records in which, subject to such reasonable regulations as it may
prescribe, the Interim Servicer shall note transfers of Mortgage Loans. No
transfer of a Mortgage Loan may be made unless such transfer is in compliance
with the terms hereof. For the purposes of this Agreement, the Interim Servicer
shall be under no obligation to deal with any person with respect to this
Agreement or the Mortgage Loans unless the books and records show such person as
the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this
Agreement, sell or transfer one or more of the Mortgage Loans, provided,
however, that the transferee will not be deemed to be a Purchaser hereunder
binding upon the Interim Servicer unless such transferee shall agree in writing
to be bound by the terms of this Agreement and an original counterpart of the
instrument of transfer and an assignment and assumption of this Agreement
executed by the transferee shall have been delivered to the Interim Servicer.
The Purchaser also shall advise the Interim Servicer of the transfer. Upon
receipt of notice of the transfer, the Interim Servicer shall ▇▇▇▇ its books and
records to reflect the ownership of the Mortgage Loans of such assignee, and
shall release the previous Purchaser from its obligations hereunder with respect
to the Mortgage Loans sold or transferred.
ARTICLE VIII
INDEMNIFICATION AND ASSIGNMENT
Section 8.01 Indemnification. The Interim Servicer agrees to
indemnify and hold the Purchaser harmless from any liability, claim, loss or
damage to the Purchaser directly or indirectly resulting from the Interim
Servicer's failure:
(a) to observe and perform any or all of Interim Servicer's
duties, obligations, covenants, agreements, warranties or representations
contained in this Agreement; or
(b) to comply with all applicable Purchaser requirements under
this Agreement with respect to the Servicing Rights
including, without limitation, any reasonable legal fees and
related expenses incurred by the Purchaser in connection with enforcing this
indemnity.
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The Interim Servicer immediately shall notify the Purchaser if
a claim is made by a third party with respect to this Agreement.
Section 8.02 Limitation on Liability of Interim Servicer and
Others. Neither the Interim Servicer nor any of the directors, officers,
employees or agents of the Interim Servicer shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors in judgment, provided,
however, that this provision shall not protect the Interim Servicer or any such
person against any breach of warranties or representations made herein, or
failure to perform its obligations in strict 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.
The Interim Servicer and any director, officer, employee or agent of the Interim
Servicer 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.
The Interim Servicer 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 expense or liability, provided, however, that the Interim
Servicer may, with the consent of the Purchaser, undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto. In such event, the Interim Servicer shall be
entitled to reimbursement from the Purchaser of the reasonable legal expenses
and costs of such action.
Section 8.03 Limitation on Resignation and Assignment by
Interim Servicer. The Purchaser has entered into this Agreement with the Interim
Servicer and subsequent Purchasers will purchase the Mortgage Loans in reliance
upon the independent status of the Interim Servicer, and the representations as
to the adequacy of its servicing facilities, plant, personnel, records and
procedures, its integrity, reputation and financial standing, and the
continuance thereof. Therefore, the Interim Servicer shall neither assign this
Agreement or the servicing hereunder or delegate its rights or duties hereunder
or any portion hereof or sell or otherwise dispose of all or substantially all
of its property or assets without the prior written consent of the Purchaser,
which consent shall be granted or withheld in the sole discretion of the
Purchaser.
The Interim Servicer shall not resign from the obligations and
duties hereby imposed on it except by mutual consent of the Interim Servicer and
the Purchaser or upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by the
Interim Servicer. Any such determination permitting the resignation of the
Interim Servicer 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 acceptable to the Purchaser. No such resignation shall become
effective until a successor shall have assumed the Interim Servicer's
responsibilities and obligations hereunder in the manner provided in Section
6.02.
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Without in any way limiting the generality of this Section
8.03, in the event that the Interim Servicer either shall assign this Agreement
or the servicing responsibilities hereunder or delegate its duties hereunder or
any portion thereof or sell or otherwise dispose of all or substantially all of
its property or assets, without the prior written consent of the Purchaser, then
the Purchaser shall have the right to terminate this Agreement upon notice given
as set forth in Section 6.02, without any payment of any penalty or damages and
without any liability whatsoever to the Interim Servicer or any third party.
Section 8.04 Assignment by Purchaser. The Purchaser shall have
the right, without the consent of the Interim Servicer, to assign, in whole or
in part, its interest under this Agreement with respect to some or all of the
Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment and Assumption Agreement in the form of
Exhibit 8 hereto. Upon such assignment of rights and assumption of obligations,
the assignee or designee shall accede to the rights and obligations hereunder of
the Purchaser with respect to such Mortgage Loans and the Purchaser as assignor
shall be released from all obligations hereunder with respect to such Mortgage
Loans from and after the date of such assignment and assumption. All references
to the Purchaser in this Agreement shall be deemed to include its assignee or
designee.
ARTICLE IX
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
The Purchaser warrants and represents to, and covenants and
agrees with, the Interim Servicer as follows:
Section 9.01 Authority and Capacity. The execution, delivery
and performance by the Purchaser of this Agreement has been and will remain duly
and validly authorized by all necessary corporate action. This Agreement
constitutes and will continue to constitute a legal, valid and enforceable
obligation of the Purchaser.
Section 9.02 Assistance. To the extent possible, the Purchaser
shall cooperate with and assist the Interim Servicer as requested by the Interim
Servicer, in carrying out Interim Servicer's covenants, agreements duties and
responsibilities under this Agreement and in connection therewith shall execute
and deliver all such papers, documents and instruments as may be necessary and
appropriate in furtherance thereof.
ARTICLE X
REPRESENTATIONS AND WARRANTIES OF INTERIM SERVICER
The Interim Servicer warrants and represents to, and covenants
and agrees with, the Purchaser as follows:
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Section 10.01 Due Organization and Authority. The Interim
Servicer is a corporation duly organized, validly existing and in good standing
under the laws of the state of its incorporation and has all licenses necessary
to carry on its business as now being conducted and is licensed, qualified and
in good standing in each state where a Mortgaged Property is located if the laws
of such state require licensing or qualification in order to conduct business of
the type conducted by the Interim Servicer, and in any event the Interim
Servicer is in compliance with the laws of any such state to the extent
necessary to ensure the enforceability of the related Mortgage Loan in
accordance with the terms of this Agreement; the Interim Servicer has the full
corporate power and authority to execute and deliver this Agreement and to
perform in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments or transfer to be delivered pursuant to
this Agreement) by the Interim Servicer and the consummation of the transactions
contemplated hereby have been duly and validly authorized; this Agreement
evidences the valid, binding and enforceable obligation of the Interim Servicer;
and all requisite corporate action has been taken by the Interim Servicer to
make this Agreement valid and binding upon the Interim Servicer in accordance
with its terms;
Section 10.02 Ordinary Course of Business. The consummation of
the transactions contemplated by this Agreement are in the ordinary course of
business of the Interim Servicer;
Section 10.03 No Conflicts. Neither the execution and delivery
of this Agreement, 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 Interim Servicer's charter or by-laws
or any legal restriction or any agreement or instrument to which the Interim
Servicer is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the violation
of any law, rule, regulation, order, judgment or decree to which the Interim
Servicer or its property is subject, or impair the ability of the Purchaser to
realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
Section 10.04 Ability to Service. The Interim Servicer is an
approved Interim Servicer/servicer of conventional residential mortgage loans
for ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, with the facilities, procedures, and experienced
personnel necessary for the sound servicing of mortgage loans of the same type
as the Mortgage Loans. The Interim Servicer is in good standing to sell mortgage
loans to and service mortgage loans for ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, and no event
has occurred, including but not limited to a change in insurance coverage, which
would make the Interim Servicer unable to comply with ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac
eligibility requirements or which would require notification to either ▇▇▇▇▇▇
Mae or ▇▇▇▇▇▇▇ Mac;
Section 10.05 Ability to Perform. The Interim Servicer 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;
Section 10.06 No Litigation Pending. There is no action, suit,
proceeding or investigation pending or threatened against the Interim Servicer
which, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Interim Servicer, or in any material impairment of
the right or ability of the Interim Servicer to carry on its business
substantially as now conducted, or in any material liability on the part of the
Interim Servicer, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Interim Servicer contemplated herein, or
which would be likely to impair materially the ability of the Interim Servicer
to perform under the terms of this Agreement;
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Section 10.07 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 Interim Servicer of or
compliance by the Interim Servicer with this Agreement or the Servicing of the
Mortgage Loans as evidenced by the consummation of the transactions contemplated
by this Agreement, or if required, such approval has been obtained prior to the
related Purchase Date;
Section 10.08 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 untrue statement of fact or omits to state a fact necessary
to make the statements contained therein not misleading.
Section 10.09 Computer Systems. The computer systems utilized
by the Interim Servicer in the performance of its servicing activities hereunder
will be capable of properly performing any calculations and recordkeeping
functions with respect to the Mortgage Loans on and after January 1, 2000.
ARTICLE XI
DEFAULT
Section 11.01 Events of Default. The following shall
constitute an Event of Default under this Agreement on the part of the Interim
Servicer:
(a) any failure by the Interim Servicer to remit to the
Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of five days after the date upon which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Interim Servicer by the Purchaser; or
(b) the failure by the Interim Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on the
part of the Interim Servicer set forth in this Agreement which continues
unremedied for a period of 30 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Interim Servicer by the Purchaser; or
(c) 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, 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 the Interim Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; or
(d) the Interim Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to
the Interim Servicer or of or relating to all or substantially all of its
property; or
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(e) the Interim Servicer 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
(f) the Interim Servicer ceases to meet the qualifications of
a ▇▇▇▇▇▇ Mae servicer; or
(g) the Interim Servicer fails to maintain a minimum net worth
of $25,000,000; or
(h) the Interim Servicer, if it is an Insured Depository
Institution, shall become the subject of a cease and desist order of the
Appropriate Federal Banking Agency or interest into a memorandum of
understanding, consent agreement or any similar agreement with the Appropriate
Federal Banking Agency, any of which, would have or is purportedly the result
of, any condition which would have a material adverse effect on the Mortgage
Loans, the Interim Servicer, or the Interim Servicer's ability to service the
Mortgage Loans as provided hereunder; or
(i) the Interim Servicer shall fail to maintain its status as
Well Capitalized; or
(j) the Interim Servicer attempts to assign its right to
servicing compensation hereunder or the Interim Servicer attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially
all of its property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion
thereof.
In each and every such case, so long as an Event of Default
shall not have been remedied, in addition to whatever rights the Purchaser may
have at law or equity to damages, including injunctive relief and specific
performance, the Purchaser, by notice in writing to the Interim Servicer, may
terminate all the rights and obligations of the Interim Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof.
Upon receipt by the Interim Servicer of such written notice,
all authority and power of the Interim Servicer under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested in
the successor appointed pursuant to Section 6.03.
Section 11.02 Waiver of Defaults. By a written notice, the
Purchaser may waive any default by the Interim Servicer in the performance of
its obligations hereunder and its consequences. Upon any waiver of a past
default, such default shall cease to exist, and any Event 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 thereon except to the extent expressly so waived.
-30-
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Notices. All notices, requests, demands and
other communications which are required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given upon
the delivery or mailing thereof, as the case may be, sent by registered or
certified mail, return receipt requested:
(a) If to Purchaser to:
Centre Capital Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
(b) If to Interim Servicer to:
Greenpoint Mortgage Funding Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Section 12.02 Waivers. Either the Interim Servicer or
Purchaser may upon consent of all parties, by written notice to the others:
(a) Waive compliance with any of the terms, conditions or
covenants required to be complied with by the others hereunder; and
(b) Waive or modify performance of any of the obligations of
the others hereunder.
The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other
subsequent breach.
Section 12.03 Entire Agreement; Amendment. This Agreement
constitutes the entire agreement between the parties with respect to servicing
of the Mortgage Loans during the Interim Period. This Agreement may be amended
and any provision hereof waived, but, only in writing signed by the party
against whom such enforcement is sought.
Section 12.04 Execution; Binding Effect. This Agreement may be
executed in one or more counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the same
agreement. Subject to Section 8.03, this Agreement shall inure to the benefit of
and be binding upon the Interim Servicer and the Purchaser and their respective
successors and assigns.
-31-
Section 12.05 Headings. Headings of the Articles and Sections
in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 12.06 Applicable Law. This Agreement shall be
construed in accordance with the laws of the State of New York.
Section 12.07 Relationship of Parties. Nothing herein
contained shall be deemed or construed to create a partnership or joint venture
between the parties. The duties and responsibilities of the Interim Servicer
shall be rendered by them as independent contractors and not as an agent of
Purchaser. The Interim Servicer shall have full control of all of its acts,
doings, proceedings, relating to or requisite in connection with the discharge
of its duties and responsibilities under this Agreement.
Section 12.08 Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be
held invalid for any reason whatsoever, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement.
Section 12.09 Recordation of Assignments of Mortgage. To the
extent permitted by applicable law, each of the Assignments of Mortgage is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected at the
CCGI's expense at the direction of the Purchaser. At the Purchaser's direction
and expense (provided that CCGI shall be responsible only for such expenses with
respect to the first set of Assignments of Mortgages prepared and recorded after
the related Purchase Date), the Interim Servicer shall cause the endorsements on
the Mortgage Note, the Assignment of Mortgage, and the assignment of security
agreement to be completed. Notwithstanding any assignment of the rights of the
Purchaser's under this Agreement, CCGI shall remain liable for the expenses
associated with the preparation, endorsement and recordation with respect to the
first set of Assignments of Mortgages prepared and recorded after the related
Purchase Date.
Section 12.10 Appointment and Designation of Master Servicer.
The Interim Servicer hereby appoints and designates Aurora Loan Services, Inc.
as its master servicer (the "Master Servicer") for the Mortgage Loans subject to
this Agreement. The Interim Servicer is hereby authorized and instructed to take
any and all instructions with respect to servicing the Mortgage Loans hereunder
as if the Master Servicer were the Purchaser hereunder. The authorization and
instruction set forth herein shall remain in effect until such time as the
Interim Servicer shall receive written instruction from the Purchaser that such
authorization and instruction is terminated.
-32-
IN WITNESS WHEREOF, the parties have executed this Agreement
under seal as of the date and year first above written.
CENTRE CAPITAL GROUP, INC.
(the Purchaser)
By: _____________________________
Name:
Title:
GREENPOINT MORTGAGE FUNDING INC.
(the Interim Servicer)
By: _____________________________
Name:
Title:
EXHIBIT 1
FORM OF MONTHLY REMITTANCE ADVICE
[INTENTIONALLY OMITTED]
1-1
EXHIBIT 2
FORM OF CUSTODIAL ACCOUNT CERTIFICATION
_______ __, 200_
_____________________________________________ hereby certifies
that it has established the account described below as a Custodial Account
pursuant to Section 2.03 of the Interim Servicing Agreement, dated as of March
17, 2000, Fixed and Adjustable Rate Mortgage Loans, Group 2000-1.
Title of Account:_"__________________ in trust for the
registered Purchaser, Group 2000-1."
Account Number:______________________________________
Address of office or branch
of the Interim Servicer at
which Account is maintained:_________________________
--------------------------------
--------------------------------
GREENPOINT MORTGAGE FUNDING INC.
Interim Servicer
By: ___________________________
Name:
Title:
2-1
EXHIBIT 3
FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT
_______ __, 200_
To: _________________________
_________________________
_________________________
_________________________
(the "Depository")
As Interim Servicer under the Interim Servicing Agreement,
dated as of March 17, 2000, Fixed and Adjustable Rate Mortgage Loans, Group
2000-1 (the "Agreement"), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 2.03 of the Agreement, to be
designated as "______________, in trust for the Purchaser of the Fixed and
Adjustable Rate Mortgage Loans - Group 2000-1". All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Interim
Servicer. You may refuse any deposit which would result in violation of the
requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
GREENPOINT MORTGAGE FUNDING INC.
Interim Servicer
By: ____________________________
Name:
Title:
Date:
The undersigned, as Depository, hereby certifies that the
above described account has been established under Account Number __________, at
the office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").
_________________________________
Depository
By: _____________________________
Name:
Title:
Date:
3-1
EXHIBIT 4
FORM OF ESCROW ACCOUNT CERTIFICATION
_________ ___, 200_
__________________________________ hereby certifies that it
has established the account described below as an Escrow Account pursuant to
Section 2.05 of the Interim Servicing Agreement, dated as of March 17, 2000,
Fixed and Adjustable Rate Mortgage Loans, Group 2000-1.
Title of Account:_"________________ in trust for the Purchaser
of the Fixed and Adjustable Rate Mortgage Loans, Group 2000-1, and various
Mortgagors."
Account Number:______________________________________
Address of office or branch
of the Interim Servicer at
which Account is maintained:_________________________
_________________________________
_________________________________
GREENPOINT MORTGAGE FUNDING INC.,
Interim Servicer
By: _____________________________
Name:
Title:
Date:
4-1
EXHIBIT 5
FORM OF ESCROW ACCOUNT LETTER AGREEMENT
_______ __, 200_
To: _________________________
_________________________
_________________________
(the "Depository")
As Interim Servicer under the Interim Servicing Agreement,
dated as of March 17, 2000, Fixed and Adjustable Rate Mortgage Loans, Group
2000-1 (the "Agreement"), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 2.05 of the Agreement, to be
designated as "_________________, in trust for the Purchasers of Fixed and
Adjustable Rate Mortgage Loans - Group 2000-1". All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Interim
Servicer. You may refuse any deposit which would result in violation of the
requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
GREENPOINT MORTGAGE FUNDING INC.,
Interim Servicer
By: ____________________________
Name:
Title:
Date:
5-1
The undersigned, as Depository, hereby certifies that the
above described account has been established under Account Number ______, at the
office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").
_________________________________
Depository
By: ____________________________
Name:
Title:
Date:
5-2
EXHIBIT 6
MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
6-1
EXHIBIT 7
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall
include each of the following items, which shall be available for inspection by
the Purchaser and any prospective Purchaser:
1) The original Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of _________ without recourse" and
signed in the name of [Originator] by an authorized officer.
2) The original of any guarantee executed in connection with the
Mortgage Note.
3) The original Mortgage, with evidence of recording thereon. If in
connection with any Mortgage Loan, the Interim Servicer cannot
deliver or cause to be delivered the original Mortgage with
evidence of recording thereon on or prior to the related Purchase
Date because of a delay caused by the public recording office
where such Mortgage has been delivered for recordation or because
such Mortgage has been lost or because such public recording
office retains the original recorded Mortgage, the Interim
Servicer shall deliver or cause to be delivered to the Purchaser,
a photocopy of such Mortgage, together with (i) in the case of a
delay caused by the public recording office, an Officer's
Certificate of the Interim Servicer stating that such Mortgage has
been dispatched to the appropriate public recording office for
recordation and that the original recorded Mortgage or a copy of
such Mortgage certified by such public recording office to be a
true and complete copy of the original recorded Mortgage will be
promptly delivered to the Purchaser upon receipt thereof by the
Interim Servicer; or (ii) in the case of a Mortgage where a public
recording office retains the original recorded Mortgage or in the
case where a Mortgage is lost after recordation in a public
recording office, a copy of such Mortgage certified by such public
recording office to be a true and complete copy of the original
recorded Mortgage.
4) The originals of all assumption, modification, consolidation or
extension agreements, with evidence of recording thereon.
5) The original Assignment of Mortgage for each Mortgage Loan, in
blank, in form and substance acceptable for recording.
7-1
6) Originals of all intervening assignments of the Mortgage with
evidence of recording thereon, or if any such intervening
assignment has not been returned from the applicable recording
office or has been lost or if such public recording office retains
the original recorded assignments of mortgage, the Interim
Servicer shall deliver or cause to be delivered to the Purchaser,
a photocopy of such intervening assignment, together with (i) in
the case of a delay caused by the public recording office, an
Officer's Certificate of the Interim Servicer stating that such
intervening assignment of mortgage has been dispatched to the
appropriate public recording office for recordation and that such
original recorded intervening assignment of mortgage or a copy of
such intervening assignment of mortgage certified by the
appropriate public recording office to be a true and complete copy
of the original recorded intervening assignment of mortgage will
be promptly delivered to the Purchaser upon receipt thereof by the
Interim Servicer; or (ii) in the case of an intervening assignment
where a public recording office retains the original recorded
intervening assignment or in the case where an intervening
assignment is lost after recordation in a public recording office,
a copy of such intervening assignment certified by such public
recording office to be a true and complete copy of the original
recorded intervening assignment.
7) The original mortgagee policy of title insurance.
8) Any security agreement, chattel mortgage or equivalent executed in
connection with the Mortgage.
9) The original hazard insurance policy and, if required by law,
flood insurance policy, in accordance with Section 2.10 of the
Agreement.
10) Residential loan application.
11) Mortgage Loan closing statement.
12) Verification of employment and income except for Mortgage Loans
originated under a Limited Documentation Program.
13) Verification of acceptable evidence of source and amount of
downpayment.
14) Credit report on the Mortgagor.
15) Residential appraisal report.
16) Photograph of the Mortgaged Property.
17) Survey of the Mortgaged Property, if any.
18) Copy of each instrument necessary to complete identification of
any exception set forth in the exception schedule in the title
policy, i.e., map or plat, restrictions, easements, sewer
agreements, home association declarations, etc.
19) All required disclosure statements.
20) If available, termite report, structural engineer's report, water
potability and septic certification.
21) Sales contract.
22) Tax receipts, insurance premium receipts, ledger sheets, payment
history from date of origination, insurance claim files,
correspondence, current and historical computerized data files,
and all other processing, underwriting and closing papers and
records which are customarily contained in a mortgage loan file
and which are required to document the Mortgage Loan or to service
the Mortgage Loan.
7-2
23) Amortization schedule.
In the event an Officer's Certificate of the Interim Servicer
is delivered to the Purchaser because of a delay caused by the public recording
office in returning any recorded document, the Interim Servicer shall deliver to
the Purchaser, within 180 days of the related Purchase Date, an Officer's
Certificate which shall (i) identify the recorded document, (ii) state that the
recorded document has not been delivered to the Custodian due solely to a delay
caused by the public recording office, (iii) state the amount of time generally
required by the applicable recording office to record and return a document
submitted for recordation, and (iv) specify the date the applicable recorded
document will be delivered to Custodian. An extension of the date specified in
(iv) above may be requested from the Purchaser, which consent shall not be
unreasonably withheld.
7-3
EXHIBIT 8
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated ______ __, 200_,
between Centre Capital Group, Inc, a state chartered institution organized under
the laws of the State of North Carolina ("Assignor") and ▇▇▇▇▇▇ Capital, A
Division of ▇▇▇▇▇▇ Brothers Holdings Inc., a New York corporation ("Assignee"):
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, as Purchaser, all of the right, title and interest
of Assignor with respect to the mortgage loans identified on
Exhibit A (the "Mortgage Loans") under that certain Interim
Servicing Agreement, Conventional Residential Adjustable Rate
Mortgage Loans, Group 2000-1 (the "Interim Servicing
Agreement"), dated as of March 17, 2000, by and between Centre
Capital Group, Inc. (the "Purchaser"), and Greenpoint Mortgage
Funding Inc. (the "Interim Servicer").
The Assignor specifically reserves any and all right,
title and interest and all obligations of the Assignor with
respect to any mortgage loans subject to the Agreement which
are not the Mortgage Loans set forth on Exhibit A hereto and
are not the subject of this Assignment and Assumption
Agreement.
2. The Assignor warrants and represents to, and
covenants with, the Assignee that:
a. The Assignor has not received notice of, and has
no knowledge of, any offsets, counterclaims or other
defenses available to the Interim Servicer with respect
to the Interim Servicing Agreement or the Mortgage
Loans;
b. The Assignor has not waived or agreed to any
waiver under, or agreed to any amendment or other
modification of, the Interim Servicing Agreement,
including without limitation, the transfer of the
servicing obligations under the Interim Servicing
Agreement. The Assignor has no knowledge of, and has not
received notice of, any waivers under or amendments or
other modifications of, or assignments of rights or
obligations under, the Interim Servicing Agreement; and
8-1
3. That Assignee warrants and represents to, and
covenants with, the Assignor and the Interim Servicer pursuant
to the Interim Servicing Agreement that the Assignee agrees to
be bound, as Purchaser, by all of the terms, covenants and
conditions of the Interim Servicing Agreement and from and
after the date hereof, the Assignee assumes for the benefit of
each of the Interim Servicer and the Assignor all of the
Assignor's obligations as Purchaser thereunder;
IN WITNESS WHEREOF, the parties have caused this Assignment
and Assumption Agreement to be executed by their duly authorized officers as of
the date first above written.
CENTRE CAPITAL GROUP, INC. ▇▇▇▇▇▇ CAPITAL, A DIVISION OF ▇▇▇▇▇▇
Assignor BROTHERS HOLDINGS INC.
Assignee
By:____________________________________ By:__________________________________
Its:___________________________________ Its:_________________________________
Taxpayer Taxpayer
Identification No._____________________ Identification No.___________________
8-2
EXHIBIT A
MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
8-3
EXHIBIT 9
ACKNOWLEDGMENT AGREEMENT
On this ____ day of _______, 200_, Centre Capital Group, Inc.,
(the "Purchaser") as the Purchaser under that certain Interim Servicing
Agreement dated as of March 17, 2000, (the "Agreement"), does hereby contract
with Greenpoint Mortgage Funding Inc. (the "Interim Servicer"), as Interim
Servicer under the Agreement, the servicing responsibilities related to the
Mortgage Loans listed on the Mortgage Loan Schedule attached hereto. The Interim
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 Interim Servicer by the Purchaser in accordance with the terms
of the Agreement.
With respect to the Mortgage Loans made subject to the
Agreement hereby, the Purchase Date shall be ___________________.
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.
9-1
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 Interim 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:
CENTRE CAPITAL GROUP, INC.
By:______________________________
Name:____________________________
Title:___________________________
INTERIM SERVICER:
GREENPOINT MORTGAGE FUNDING INC.
By:______________________________
Name:____________________________
Title:___________________________
9-2
EXHIBIT 10
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION, dated as of _____ __, 200_ between
▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc. having an office at
3 World Financial Center, New York, New York 10285 ("Assignor") and Greenpoint
Mortgage Funding Inc., having an office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Assignee"):
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 and interest of Assignor, as "Servicer", with respect to the
mortgage loans identified on Exhibit A (the "Mortgage Loans"), under that
certain Custodial Agreement, dated as of March 1, 1996 (the "Agreement"), by and
between Assignor as owner and servicer, and Norwest Bank of Minnesota, N.A. (the
"Custodian").
The Assignor specifically reserves any and all right, title
and interest and all obligations of the Assignor with respect to any mortgage
loans subject to the Agreement which are not the Mortgage Loans set forth on
Exhibit A hereto and are not the subject of this Assignment and Assumption
Agreement.
2. The Assignor warrants and represents to, and covenants with, the
Assignee that with respect to the Mortgage Loans:
a._______The Assignor is assigning its interest as Servicer
under the Agreement for the sole purpose of permitting the Assignee as Servicer
of the Mortgage Loans, to act as Servicer under the Agreement; and
b._______The Assignor has not waived or agreed to any waiver
under, or agreed to any amendment or other modification of, the Agreement. The
Assignor has no knowledge of, and has not received notice of, any waivers under
or amendments or other modifications of, or assignments of rights or obligations
under the Agreement.
3. The Assignee warrants and represents to, and covenants with, the
Assignor and the Custodian pursuant to the Agreement that the Assignee agrees to
be bound, as Servicer, by all of the terms, covenants and conditions of the
Agreement and from and after the date hereof, the Assignee assumes for the
benefit of the Assignor all of the Assignor's obligations as Servicer
thereunder.
10-1
IN WITNESS WHEREOF, the parties have caused this Assignment
and Assumption Agreement to be executed by their duly authorized officers as of
the date first above written.
GREENPOINT MORTGAGE FUNDING INC. ▇▇▇▇▇▇ CAPITAL, A DIVISION OF ▇▇▇▇▇▇
Assignee BROTHERS HOLDINGS INC.
Assignor
By:____________________________________ By_________________________________
Its: __________________________________ Its:_______________________________
10-2
EXHIBIT A
MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
10-3