MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT OPTEUM FINANCIAL SERVICES, LLC

 

In addition, not more than sixty days after the end of each calendar year, the Seller shall furnish to each Person who was the Purchaser at any time during such calendar year, (i) as to the aggregate of remittances for the applicable portion of such year, an annual statement in accordance with the requirements of applicable federal income tax law, and (ii) a listing of the principal balances of the Mortgage Loans outstanding at the end of such calendar year.

 

The Seller 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 any Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby.  In addition, the Seller 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 any Purchaser may reasonably request from time to time.

 

Subsection 11.17  Real Estate Owned Reports.

 

Together with the statement furnished pursuant to Subsection 11.13, with respect to any REO Property, the Seller shall furnish to the Purchaser a statement (in a form mutually agreeable to the Purchaser and the Seller) covering the Seller’s efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous month, together with the operating statement.  Such statement shall be accompanied by such other information as the Purchaser shall reasonably request.

 

Subsection 11.18  Liquidation Reports.

 

Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure, the Seller shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in support of any action taken by the Seller in regard to such liquidation.

 

Subsection 11.19  Assumption Agreements.

 

The Seller shall, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any “due-on-sale” clause applicable thereto; provided, however, that the Seller shall not exercise any 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 Primary Insurance Policy or LPMI Policy, if any.  If the Seller reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, the Seller shall enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon.  Where applicable law requires a release of the Mortgagor, the Seller, with the prior written consent of the insurer under the Primary Insurance Policy or LPMI Policy, if any, is authorized to enter into a substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the related Mortgage Note.  Any such substitution of liability agreement shall be in lieu of an assumption agreement.

 

In connection with any such assumption or substitution of liability, the Seller shall follow the underwriting practices and procedures of prudent mortgage lenders in the state in which the related Mortgaged Property is located.  With respect to an assumption or substitution of liability, Mortgage Interest Rate, the amount of the Monthly Payment, and the final maturity date of such Mortgage Note may not be changed.  The Seller shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.  Any fee collected by the Seller for entering into an assumption or substitution of liability agreement in excess of 1% of the outstanding principal balance of the Mortgage Loan shall be deposited in the Custodial Account pursuant to Subsection 11.04.

 

Notwithstanding the foregoing paragraphs of this subsection or any other provision of this Agreement, the Seller shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Seller may be restricted by law from preventing, for any reason whatsoever.  For purposes of this Subsection 11.19, the term “assumption” is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

 

Subsection 11.20  Satisfaction of Mortgages and Release of Mortgage Files.

 

Upon the payment in full of any Mortgage Loan, or the receipt by the Seller of a notification that payment in full will be escrowed in a manner customary for such purposes, the Seller will immediately notify the Purchaser by a certification of a servicing officer of the Seller (a “Servicing Officer”), which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Subsection 11.04 have been or will be so deposited, and shall request execution of any document necessary to satisfy the Mortgage Loan and delivery to it of the portion of the Mortgage File held by the Purchaser or the Purchaser’s designee.  Upon receipt of such certification and request, the Purchaser, shall promptly release the related mortgage documents to the Seller and the Seller shall prepare and process any satisfaction or release.  No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account or the Purchaser.

 

In the event the Seller satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the Seller, upon written demand, shall remit to the Purchaser the then outstanding principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account.  The Seller shall maintain the fidelity bond insuring the Seller against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

 

From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for this purpose collection under any Primary Insurance Policy or LPMI Policy, the Purchaser shall, upon request of the Seller and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the requested portion of the Mortgage File held by the Purchaser to the Seller.  Such servicing receipt shall obligate the Seller to return the related Mortgage documents to the Purchaser when the need therefor by the Seller no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Seller has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery.  Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Seller.

 

Subsection 11.21  Monthly Advances by the Seller.

 

(a)  Not later than the close of business on the Business Day preceding each Distribution Date following the date of a Securitization Transaction, the Seller shall deposit in the Custodial Account an amount equal to all payments not previously advanced by the Seller, whether or not deferred pursuant to Subsection 11.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, at the Mortgage Interest Rate net of the Servicing Fee, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination Date.

 

(b)  The obligation of the Seller to make such Monthly Advances is mandatory, notwithstanding any other provision of this Agreement, and, with respect to any Mortgage Loan or REO Property, shall continue until a Final Recovery Determination in connection therewith; provided that, notwithstanding anything herein to the contrary, no Monthly Advance shall be required to be made hereunder by the Seller if such Monthly Advance would, if made, constitute a Nonrecoverable Monthly Advance.  The determination by the Seller that it has made a Nonrecoverable Monthly Advance or that any proposed Monthly Advance, if made, would constitute a Nonrecoverable Monthly Advance, shall be evidenced by an Officers’ Certificate delivered to the Purchaser.

 

Subsection 11.22  Servicing Compensation.

 

As compensation for its services hereunder, the Seller shall, subject to Subsection 11.04(xi), be entitled to withdraw from the Custodial Account or to retain from interest payments on the Mortgage Loans the amounts provided for as the Seller’s Servicing Fee.  Additional servicing compensation in the form of assumption fees, as provided in Subsection 11.19, and late payment charges or otherwise shall be retained by the Seller to the extent not required to be deposited in the Custodial Account.  The Seller shall not be permitted to retain any portion of the Prepayment Charges collected on the Mortgage Loans, which Prepayment Charges shall be remitted to the Purchaser.  The Seller shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for.

 

Subsection 11.23  Special Remittance Provisions for Principal Prepayments.

 

The Purchaser shall have the right to direct the Servicer to modify the remittance cycle applicable to Principal Payments received on any Mortgage Loan by remitting to the Purchaser on any Distribution Date all Principal Prepayments in full received by the Servicer prior to the related Determination Date, plus any interest collected on such Principal Prepayments, to the extent not previously remitted to the Purchaser.  In connection with the foregoing, the Servicer shall not be required to pay the amount set forth in Subsection 11.04 (xi) with respect to the related Mortgage Loans and the report by the Servicer shall reflect such revised remittance cycle.

 

Subsection 11.24  Statement as to Compliance.

 

(a)  The Seller will deliver to the Purchaser not later than February 28^th of each year, an Officers’ Certificate (each, an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Seller during the preceding year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Seller has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Copies of such statement shall be provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans.

 

(b)  The Seller shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Subsection 11.24 and Subsection 11.25 or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Seller on the other in connection with a breach of the Seller’s obligations under this Subsection 11.24 or Subsection 11.25 or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

 

Subsection 11.25  Independent Public Accountants’ Servicing Report.

 

Not later than February 28th of each year, the Seller at its expense shall cause a firm of independent public accountants (which may also render other services to the Seller) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Purchaser or its designee to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans under pooling and servicing agreements (including the Mortgage Loans and this Agreement) substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby) and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm confirms that such servicing has been conducted in compliance with such pooling and servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statement shall be provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans.

 

Subsection 11.26  Notification of Adjustments.

 

On each Adjustment Date, the Seller shall make interest rate adjustments for each Adjustable Rate Mortgage Loan in compliance with the requirements of the related Mortgage and Mortgage Note. The Seller shall execute and deliver the notices required by each Mortgage and Mortgage Note regarding interest rate adjustments. The Seller also shall provide timely notification to the Purchaser of all applicable data and information regarding such interest rate adjustments and the Seller’s methods of implementing such interest rate adjustments. Upon the discovery by the Seller or the Purchaser that the Seller has failed to adjust a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and Mortgage, the Seller shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss caused thereby without reimbursement therefor.

 

Subsection 11.27  Access to Certain Documentation.

 

The Seller shall provide to the Office of Thrift Supervision, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over the Purchaser access to the documentation regarding the Mortgage Loans serviced by the Seller required by applicable laws and regulations.  Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Seller.  In addition, access to the documentation will be provided to the Purchaser and any Person identified to the Seller by the Purchaser without charge, upon reasonable request during normal business hours at the offices of the Seller.

 

Subsection 11.28  Reports and Returns to be Filed by the Seller.

 

The Seller shall file information reports with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code.  Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

 

Subsection 11.29  Compliance with REMIC Provisions.

 

If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Seller shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code) unless the Seller has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.

 

Subsection 11.30  Superior Liens.

 

With respect to each Second Lien Mortgage Loan, the Seller shall, for the protection of the Purchaser’s interest, file (or cause to be filed) of record a request for notice of any action by a superior lienholder where permitted by local law and whenever applicable state law does not require that a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder’s equity of redemption.  The Seller shall also notify any superior lienholder in writing of the existence of the Mortgage Loan and request notification of any action (as described below) to be taken against the Mortgagor or the Mortgaged Property by the superior lienholder.

 

If the Seller is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the superior lien, or has declared or intends to declare a default under the superior mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the Mortgaged Property sold or foreclosed, the Seller shall take whatever actions are necessary to protect the interests of the Purchaser, and/or to preserve the security of the related Mortgage Loan, subject to any requirements applicable to real estate mortgage investment conduits pursuant to the Code.  The Seller shall make a Servicing Advance of the funds necessary to cure the default or reinstate the superior lien if the Seller determines that such Servicing Advance is in the best interests of the Purchaser.  The Seller shall not make such a Servicing Advance except to the extent that it determines in its reasonable good faith judgment that such advance will be recoverable from Liquidation Proceeds on the related Mortgage Loan.  The Seller shall thereafter take such action as is necessary to recover the amount so advanced.

 

Subsection 11.31  Officer’s Certificates.

 

Not later than the end of each calendar year, the Seller shall deliver to the Purchaser or its designee an Officer’s Certificate stating that (i) the Seller is an approved seller/servicer for ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act, and that no event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac or HUD eligibility requirements or which would require notification to ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac or HUD and (ii) in the event any Mortgage Loan is a MERS Mortgage Loan, the Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS.  In addition, the Seller shall deliver to the Purchaser or its designee a notice in the event that the Seller fails to meet such eligibility requirements.

 

Subsection 11.32  Investment of Funds in the Collection Account.

 

The Seller may direct any depository institution maintaining the Custodial Account to invest the funds on deposit in such account, (each such account, for the purposes of this Subsection 11.33, an “Investment Account”).  All investments pursuant to this Subsection 11.33 shall be in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement. All such Permitted Investments shall be held to maturity, unless payable on demand. All income and gain realized from the investment of funds deposited in the Custodial Account shall be for the benefit of the Servicer and shall be subject to its withdrawal in accordance with Subsection 11.04. The Servicer shall deposit in the Custodial Account the amount of any loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

 

Subsection 11.33  Subservicing Agreements Between the Seller and Subservicers.

 

The Seller, as servicer, may arrange for the subservicing of any Mortgage Loan by a Subservicer pursuant to a Subservicing Agreement; provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder.  Each Subservicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement and (ii) a ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ ▇▇▇ approved mortgage servicer.  Notwithstanding the provisions of any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Seller or a Subservicer or reference to actions taken through the Seller or otherwise, the Seller shall remain obligated and liable to the Purchaser and its successors and assigns for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Seller alone were servicing and administering the Mortgage Loans. Every Subservicing Agreement entered into by the Seller shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed.  All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Seller with the same force and effect as if performed directly by the Seller.

 

For purposes of this Agreement, the Seller shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Seller.

 

Subsection 11.34  Successor Subservicers.

 

Any Subservicing Agreement shall provide that the Seller shall be entitled to terminate any Subservicing Agreement and to either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer which qualifies under Subsection 11.34.  Any Subservicing Agreement shall include the provision that such agreement may be immediately terminated by any successor to the Seller without fee, in accordance with the terms of this Agreement, in the event that the Seller (or any successor to the Seller) shall, for any reason, no longer be the servicer of the related Mortgage Loans (including termination due to an Event of Default).

 

Subsection 11.35  No Contractual Relationship Between Subservicer and Purchaser.

 

Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and the Seller alone and the Purchaser shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Subservicer except as set forth in Subsection 11.34.

 

Subsection 11.36  Assumption or Termination of Subservicing Agreement by Successor Servicer.

 

In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the Seller’s rights and obligations under any Subservicing Agreement then in force between the Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer.

 

The Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Subservicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party.

 

 

 

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SCHEDULE A

SURVEILLANCE DATA

Name	Type	Definition
LoanNo	Double	Servicer Loan Number
BPOSource	Text	Source description of BPO value
BPODt	Date/Time	Date of BPO source
BPOValue	Currency	BPO value
CurrBal	Currency	Current UPB
Rt	Double	Current Interest Rate
PI	Currency	Current Principal and Interest Payment
TI	Currency	Current Escrow Payment
PITI	Currency	Current total mothly payment
DueDt	Date/Time	Date of next payment due
EscrowBal	Currency	Escrow funds collected from mortgagor, not yet disbursed
EscrowAdv	Currency	Escrow Advance Amount
SuspBal	Currency	Suspense Balance - unapplied funds
CorpAdv	Currency	Corporate advance balance
LCBal	Currency	Late Charges unpaid
PoolSchBal	Currency	Current UPB per Citi GL
PoolSchDue	Date/Time	Due date per Citi
LastPmtRcd	Date/Time	Last payemnt received date
FPIndicator	Text	Force placed insurance indicator
FB_Start_Date	Date/Time	Forebearance plan start date
FB_End_Date	Date/Time	Forebearance plan end date
FB_Due_Date	Date/Time	Forebearance plan next payment due date
FB_PI	Currency	Forebearance plan principal and interest payment
LossMitStatus	Text	Loss mitigation status
ProcessStop	Text	Process stop code
PersonCode	Text	Person code
OthLienBal	Currency	Other Lien Balance
Reason For Default	Text	Stated reason for payment default
RFD Date	Date/Time	Date reason for default was obtained from mortgagor
Servicer File Date	Date/Time	Cutoff date of servicer file
Current Occupancy Status	Text	Current occupancy status
Property Condition	Text	Property Conditon
Last Inspection Date	Date/Time	Date of last property inspection
FCData
FC Status	Text	Status of FC proceeding
Start_Date	Date/Time	Start date of FC process
Referral_Date	Date/Time	Date file referred to Attorney
First_Legal_Date	Date/Time	Date complaint was filed
Judgement_Date	Date/Time	Date judgement was entered
Publication_Date	Date/Time	Date of sale date publication
ProjSale_Date	Date/Time	Projected date of foreclosure sale
Sale_Date	Date/Time	Actual date that foreclosrue sale is held
Redemption_Exp_Date	Date/Time	Date redemption will expire
FC_Results	Text	Foreclosure sale results
FC_Bid_Amount	Double	Approved foreclosure bid amount
REOData
SubServicerID	Text	REO servicer identification
AcqDt	Date/Time	Date REO servicer acquired loan
REO Loan Number	Text	REO servicer loan number
ClosDt	Date/Time	Date closing held
ContDt	Date/Time	Date of sales contract
CurListDt	Date/Time	Date that current list price became effective
CurListPx	Double	Amount of current list price
EstClosDt	Date/Time	Estimated sales closing date
EvictStart	Date/Time	Date eviction began
HazClaimAmt	Double	Current hazard claim amount
HazClaimSubDt	Date/Time	Date current hazzard claim was submitted
InitBPOAsIs	Double	Initial BPO as is value
InitBPOAsRep	Double	Initial BPO repaired value
InitBPOCTC	Double	Initial BPO cost to cure/repair amount
InitBPORecDt	Date/Time	Initial BPO received date
LastBPOAsIs	Double	Last BPO as is value
LastBPOAsRep	Double	Last BPO repaired value
LastBPOCTC	Double	Last BPO cost to cure/repair amount
LastBPORecDt	Date/Time	Last BPO received date
LastListPxReduc	Date/Time	Date of last list price reduction
MarketStrategy	Text	Current market strategy, repaired/as is
MinSalesPrice	Double	Authorized minimum sales price
MktComments	Text	Marketing comments in regard to subject property
NetSalePx	Double	Net Sales Price
OccupancyStatus	Text	Occupancy status
OffAccDt	Date/Time	Date offer was accepted
OfferAcceptedAmt	Double	Amount of offer accepted/gross
OfferAcceptedAmtNet	Double	Amount of offer accepted/net
OrigListDt	Date/Time	Original listing date
OrigListPx	Double	Original listing price
RedemptDt	Date/Time	Date redemption occurred
RepairStatus	Text	Stage/status of repairs authorized
SalePx	Double	Final gross sales price
REO Status	Text	Status of REO
UPB at FC Sale	Double	UPB on date of foreclosure sale
VacateDt	Date/Time	Date property was vacated
AnticipatedMarketTime	Double	Estimated number of days to market before sale
BrokerLastName	Text	List broker last name
BrokerFirstName	Text	List broker first name
StaticData
OldLoanNo	Double	Prior servicer loan number
InvLnNo	Double	Investor loan number
Lname	Text	Last name of primary borrower
Fname	Text	First name of primary borrower
Addr	Text	Property street address
City	Text	Property city
ST	Text	Property state
Zip	Text	Property zip code
County	Text	Property County
PropType	Text	Mortgaged property type
NoUnits	Long Integer	Multi Unit - number of units
Purp	Text	Purpose of subject purchase
NoteType	Text	Loan Note type
LienPos	Text	Lien position
OrigBal	Currency	Original principal balance
OrigLTV	Double	Original loan to value ratio
OrigAppr	Currency	Original appraisal value
OrigApprDate	Date/Time	Original appraisal date
1stPayDt	Date/Time	First payment due date
MatDt	Date/Time	Loan maturity date
OrigDt	Date/Time	Loan origination date
OrigTerm	Long Integer	Original loan term/months
SalesPrc	Currency	Subject sale price
Orig Occup	Text	Original Occupancy Status
OwnType	Text	Owner Type
PMIIns	Text	PMI indicator
PMICertif	Text	PMI certificate number
PMIPct	Double	PMI coverage percentage
ModFlag	Text	Modification indicator
ModDate	Date/Time	Modification date
AssumableIndicator	Text	Assumable loan indicator
AssumedDate	Date/Time	Assumption date
PPPenalty	Text	Prepayment penalty indicator
PPP Expiration Date	Date/Time	Prepayment penalty termination date
PPP Estimated Amount	Currency	Estimated prepayment penalty amount
AdjRtCd	Text	Adjustable Rate Code
BallCd	Text	Balloon loan indicator
NegAmCd	Text	Negative amortization code
BKData
BK Status	Text	Bankruptcy status
CaseNo	Text	Bankruptcy case number
FilingDt	Date/Time	Bankruptcy filing date
Chapter	Text	Bankruptcy chapter filed
PlanPayment	Double	Plan payment amount
MFRFiledDt	Date/Time	Motion for relief filed date
MFRHearingDt	Date/Time	Motion for relief hearing date
GrantedDt	Date/Time	Date motion for relief was granted
DischargeDt	Date/Time	Date Bankruptcy was discharged
DismissalDt	Date/Time	Date Bankruptcy was dismissed
PostPetDueDt	Date/Time	Post petition current due date
PostPet1stDueDt	Date/Time	First post petition payment date due
PlanDueDt	Date/Time	Pre petiton due date
PlanStartDt	Date/Time	Confirmed plan start date
PlanEndDt	Date/Time	Plan completed date
Cash
ServicerID	Text	Master servicer ID
MMYY_Tot_Remit	Currency	Total cash remitted for loan
MMYY_Prin	Currency	principal remitted
MMYY_Int	Currency	interest remitted
MMYY_RecovAdv	Currency	advances recovered remitted
MMYY_RecovEsc	Currency	escrow advances recovered remitted
MMYY_Tot_Coll	Currency	total collections on loan
MMYY_SuspColl	Currency	suspense collected
MMYY_OtherColl	Currency	other collections
CorpAdvance
Amount	Currency	Amount of corporate advance paid
Date	Date/Time	Date corporate advance was paid
Type	Text	Corporate advance type code
Cost Description	Text	Description of corporate advance paid
ServicerFileDate	Text	Date of servicer file
Liquidation
Liquidation Date	Date/Time	Date loan liquidated
Liquidation Proceeds	Currency	Liquidation amount
Liquidation Type	Text	Liquidation type

 

 

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EXHIBIT 9

 

FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT

 

THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“Agreement”) among Citigroup Global Markets Realty Corp. (“Assignor”), ________________________ (“Assignee”) and _____________ (the “Company”):

 

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:

 

Assignment and Conveyance

 

1.  The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Servicing Agreement dated as of ____________, 20__, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement.

 

The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to the servicing rights or any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.

 

The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Subsection 7.01 and Subsection 7.02 with respect to the Company and the Mortgage Loans against the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04 or 7.05 of the Purchase Agreement.  In addition, the right to require the Company to repurchase a Mortgage Loan shall be exercised solely the Assignee, its successors and assigns.

 

Recognition of the Company

 

2.  [For Securitization Transactions include this sentence: From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to ______________________________ (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of _______________, 200__ (the “Pooling Agreement”), among the Assignee, the Assignor, ____________________, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”), _________________________, as servicer (including its successors in interest and any successor servicer under the Pooling Agreement, the “Servicer”).]  The Company hereby acknowledges and agrees that from and after the date hereof (i) the [Trust][Assignee] will be the owner of the Mortgage Loans, (ii) the Company shall look solely to the [Trust][Assignee] for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, (iii) the [Assignee][Trust  (including the Trustee and the Servicer acting on the Trust’s behalf)] shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the [Assignee] [Trust (including the Trustee and the Servicer acting on the Trust’s behalf)].  Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the [Assignee][Trustee.]

 

Representations and Warranties of the Company

 

3.  The Company warrants and represents to the Assignor, the Assignee [and the Trust] as of the date hereof that:

 

(a)  The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

 

(b)  The Company has full power and authority to execute, deliver and perform its obligations under this Agreement and has full power and authority to perform its obligations under the Purchase Agreement. The execution by the Company of this Agreement is in the ordinary course of the Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Company’s charter or bylaws or any legal restriction, or any material agreement or instrument to which the Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject. The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on part of the Company. This Agreement has been duly executed and delivered by the Company, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

 

(c)  No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this Agreement; and

 

(d)  There is no action, suit, proceeding or investigation pending or threatened against the Company, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement or the Purchase Agreement, or which, either in any one instance or in the aggregate, would result in any material adverse change in the ability of the Company to perform its obligations under this Agreement or the Purchase Agreement, and the Company is solvent.

 

4.  Pursuant to Section 12 of the Purchase Agreement, the Company hereby represents and warrants, for the benefit of the Assignor, the Assignee [and the Trust,] that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of the date hereof as if such representations and warranties were made on the date hereof except that the representation and warranty set forth in Subsection 7.02(i) shall, for purposes of this Agreement, relate to the Mortgage Loan Schedule attached hereto.

 

[Additional Representations and Warranties Necessary for Securitization]

 

Remedies for Breach of Representations and Warranties

 

5.  The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee [and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf)] in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein).

 

Miscellaneous