EXHIBIT 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
between
WMC MORTGAGE CORP.
Seller
and
BANK OF AMERICA, NATIONAL ASSOCIATION
Purchaser
Residential Fixed and Adjustable Rate
First Lien Mortgage Loans
Dated as of June 1, 2007
TABLE OF CONTENTS
SECTION 1. Agreement to Purchase.......................................
SECTION 2. Mortgage Loan Schedules.....................................
SECTION 3. Purchase Price; Payments....................................
SECTION 4. Closing.....................................................
SECTION 5. Representations, Warranties and Covenants of Seller.........
SECTION 6. Closing Documents...........................................
SECTION 7. Costs.......................................................
SECTION 8. Servicing...................................................
SECTION 9. Hazard Insurance............................................
SECTION 10. No Solicitation.............................................
SECTION 11. Confidentiality.............................................
SECTION 12. Survival of Agreement.......................................
SECTION 13. Notices.....................................................
SECTION 14. Severability Clause.........................................
SECTION 15. Counterparts; Facsimile Signatures..........................
SECTION 16. Place of Delivery and Governing Law.........................
SECTION 17. Further Assurances; Financial Statements....................
SECTION 18. Successors and Assigns; Assignment..........................
SECTION 19. Indemnification.............................................
SECTION 20. Amendments..................................................
SECTION 21. Interpretation..............................................
SECTION 22. Intention of the Parties....................................
SECTION 23. Reproduction of Documents...................................
SECTION 24. Exhibits....................................................
SECTION 25. PPTL........................................................
SECTION 26. Compliance with Regulation AB...............................
EXHIBITS
EXHIBIT A-1 Contents of Mortgage File
EXHIBIT A-2 Contents of Servicing File
EXHIBIT B Form of Purchase Price and Terms Letter
EXHIBIT C Form of Security Release Certification
EXHIBIT D Form of ▇▇▇▇ of Sale
EXHIBIT E Form of Seller's Officer's Certificate
EXHIBIT F Form of Memorandum of Sale
SCHEDULE ONE Mortgage Loan Schedule One
SCHEDULE TWO Mortgage Loan Schedule Two
SCHEDULE THREE Mortgage Loan Schedule Three
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement") is entered into as
of June 1, 2007 by and between WMC Mortgage Corp, a California corporation
having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Seller")
and Bank of America, National Association, a national banking association having
an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Purchaser").
Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller on or about June 29, 2007 (the "Closing Date") and on terms and
conditions described below, certain residential fixed and adjustable rate first
lien mortgage loans (the "Mortgage Loans"). The Mortgage Loans shall be sold to
Purchaser on a servicing released basis.
Seller and Purchaser, in consideration of the premises and the mutual
agreements set forth herein and other good and valuable consideration, agree as
follows:
SECTION 1. Agreement to Purchase. Seller hereby agrees to sell, and
Purchaser hereby agrees to purchase, on the terms and conditions stated herein
and in the Purchase Price and Terms Letter executed by Purchaser and Seller in
the form attached hereto as Exhibit B (the "PPTL") certain Mortgage Loans having
an aggregate principal balance as of June 27, 2007 (such date, the "Cut-off
Date," and such principal balance, the "Cut-off Date Principal Balance") of
$2,070,853,965.23.
SECTION 2. Mortgage Loan Schedules. Seller and Purchaser hereby agree that
the Mortgage Loans to be purchased under this Agreement on the Closing Date will
be described in three separate schedules (each, a "Mortgage Loan Schedule") to
be attached as Schedule One, Schedule Two and Schedule Three hereto.
SECTION 3. Purchase Price; Payments.
(a) On the Closing Date, the purchase price for the Mortgage Loans (the
"Purchase Price") shall be an aggregate amount equal to the sum of the amounts
specified in three separate Memoranda of Sale. Seller, simultaneously with the
payment of the Purchase Price, shall execute and deliver to Purchaser three
separate Bills of Sale (as hereinafter defined) with respect to the Mortgage
Loans listed on each Mortgage Loan Schedule in the form attached hereto as
Exhibit D and shall execute the Memoranda of Sale in the form attached hereto as
Exhibit F.
(b) On the related Transfer Date (as defined in Section 8), Seller shall
remit to Purchaser to the account designated in writing by Purchaser with
respect to the related Mortgage Loans the positive escrow account balances
maintained for the mortgagors and any suspense funds and all other similar
amounts held by Seller. In addition, the Seller shall remit to the Purchaser
from the Seller's own funds, the amount of any negative escrow account balances.
Any payments required to be made by Seller pursuant to this Section 3(b) shall
be made by wire transfer of immediately available funds. The Purchaser shall
purchase the corporate and escrow advances for which Seller has provided the
documentation related to such advances as described in Sections 8(a) and (b)
herein and that are determined by Purchaser to be recoverable. Purchaser shall
reimburse Seller for such advances within thirty (30) days of receipt of the
documentation related to the advances.
(c) Purchaser shall be entitled to all payments of principal and interest
and other recoveries on the Mortgage Loans received after the related Cut-off
Date, which shall be applied to the Purchase Price on the Closing Date.
SECTION 4. Closing. The closing of the purchase and sale of the Mortgage
Loans identified on the Mortgage Loan Schedules accepted by Purchaser in
accordance with the procedures set forth herein shall take place on the Closing
Date. Seller shall provide Purchaser with the proposed Mortgage Loan Schedules
at least one (1) business day prior to the Closing Date, and Purchaser shall
have the right to accept or reject the Mortgage Loans on the proposed Mortgage
Loan Schedules.
The obligation of Purchaser to purchase the Mortgage Loans on the Closing
Date as contemplated by this Agreement shall be subject to each of the following
conditions:
(a) All of the representations and warranties under this Agreement and the
Purchase Price and Terms Letter shall be true and correct as of the Closing
Date, and no default or event which, with the giving of notice or the passage of
time or both, would constitute an event of default under this Agreement and the
Purchase Price and Terms Letter shall have occurred;
(b) Purchaser shall have received executed copies of the closing documents
specified in Section 6 of this Agreement;
(c) Seller shall have made available for Purchaser's inspection at least
five (5) business days prior to the Closing Date, at the office of ▇▇▇▇▇ Fargo
Bank, N.A., the contents of the Mortgage File as described in Exhibit A-1 in
accordance with Section 8(c) of this Agreement. ▇▇▇▇▇ Fargo Bank, N.A. currently
serves as custodian of the Mortgage Files on behalf of the Seller and shall
retain the Mortgage Files as custodian for the Purchaser under the Custody
Agreement, dated as of September 1, 2006 (the "Custody Agreement," between the
Purchaser and ▇▇▇▇▇ Fargo Bank, N.A. The Servicing File as described in Exhibit
A-2 for the related Mortgage Loans shall remain with ▇▇▇▇▇▇ Loan Servicing LP,
as servicer ("▇▇▇▇▇▇"); and
(d) All other terms and conditions of this Agreement and the related
Purchase Price and Terms Letter shall have been complied with.
Subject to the foregoing conditions, Purchaser shall pay to Seller on the
Closing Date the Purchase Price as determined pursuant to Section 3 of this
Agreement, by wire transfer of immediately available funds to the account
designated in writing by Seller. Seller shall advise Purchaser in writing at
least one (1) business day prior to the Closing Date of the account to which
such funds are to be wired.
In addition, in connection with the assignment of any MERS Loan (as
defined herein), Seller agrees that on or prior to the Closing Date it will
cause, at its own expense, the MERS System (as defined herein) to indicate that
the related Mortgage Loans have been assigned by Seller to Purchaser in
accordance with this Agreement by including in such computer files the
information required by the MERS System to identify Purchaser as owner of such
Mortgage Loans.
SECTION 5. Representations, Warranties and Covenants of Seller.
(a) Seller represents and warrants to, and covenants with, Purchaser that
as of each Closing Date:
(i) It is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and has
all licenses necessary to carry on its business as now being
conducted. It is licensed in, qualified to transact business
in and is in good standing under the laws of the state in
which any Mortgaged Property (as defined herein) is located
except where the failure to be so licensed and qualified would
not have a material adverse effect on its business or
operations. No licenses or approvals obtained by Seller have
been suspended or revoked by any court, administrative agency,
arbitrator or governmental body and no proceedings are pending
which might result in such suspension or revocation;
(ii) It has the full power and authority (corporate and other) to
hold each Mortgage Loan, to sell each Mortgage Loan and to
execute, deliver and perform, and to enter into and consummate
all transactions contemplated by this Agreement and the PPTL.
Seller has duly authorized the execution, delivery and
performance of this Agreement and the PPTL, has duly executed
and delivered this Agreement and the PPTL, and this Agreement
and the PPTL constitute legal, valid and binding obligations
of it, enforceable against it in accordance with their terms,
subject to bankruptcy laws and other similar laws of general
application affecting rights of creditors and subject to the
application of the rules of equity, including those respecting
the availability of specific performance;
(iii) None of the execution and delivery of this Agreement and the
PPTL or the other documents and agreements contemplated
hereby, the consummation of the transactions contemplated
hereby and thereby, or the fulfillment of or compliance with
the terms and conditions of this Agreement and the PPTL and
such other documents and agreements will result in the breach
of any term or provision of the charter or by-laws of Seller
or result in the breach of any material term or provision of,
or conflict with or constitute a default under or result in
the acceleration of any obligation under, any material
agreement, indenture or loan or credit agreement or other
instrument to which Seller or its property is subject, or
result in the violation of any law, rule, regulation, order,
judgment or decree to which Seller or its property is subject;
(iv) It does not believe that it cannot perform each and every
covenant contained in this Agreement and the PPTL;
(v) There are no actions, suits or proceedings pending or, to its
knowledge, threatened or likely to be asserted against or
affecting it, before or by any court, administrative agency,
arbitrator or governmental body with respect to any of the
transactions contemplated by this Agreement or the PPTL or any
other matter which may materially and adversely affect its
ability to perform its obligations under this Agreement or the
PPTL or which may materially and adversely affect its business
or prospects;
(vi) With respect to Seller, the consummation of the transactions
contemplated by this Agreement and the PPTL are in the
ordinary course of its business and the transfer, assignment
and conveyance of the Mortgage Loans are not subject to the
bulk transfer or any similar statutory provisions in effect in
any applicable jurisdiction;
(vii) The transfer of the Mortgage Loans shall be treated as a sale
on the books and records of Seller, and Seller has determined
that, and will treat, the disposition of the Mortgage Loans
pursuant to this Agreement for tax and accounting purposes as
a sale. Seller shall maintain a complete set of books and
records for each Mortgage Loan which shall be clearly marked
to reflect the ownership of each Mortgage Loan by Purchaser;
(viii) The consideration received by Seller upon the sale of the
Mortgage Loans constitutes fair consideration and reasonably
equivalent value for such Mortgage Loans;
(ix) Seller is solvent and will not be rendered insolvent by the
consummation of the transactions contemplated hereby. Seller
is not transferring any Mortgage Loan with any intent to
hinder, delay or defraud any of its creditors;
(x) Seller is a HUD approved mortgagee pursuant to Section 203 and
Section 211 of the National Housing Act. No event has
occurred, including but not limited to a change in insurance
coverage, which would make the Seller unable to comply with
HUD eligibility requirements or which would require
notification to HUD. For the purposes hereof, HUD means the
United States Department of Housing and Urban Development, or
any successor thereto; and
(xi) To the extent that any Mortgage Loans sold by Seller hereunder
are MERS Loans, Seller is in good standing, and will comply in
all material respects with the rules and procedures of
Mortgage Electronic Registration Systems, Inc., ("MERS"), a
corporation organized and existing under the laws of the State
of Delaware, or any successor thereto in connection with the
servicing of any Mortgage Loan registered with MERS (a "MERS
Loan") on the system of recording transfers of mortgages
electronically maintained by MERS (the "MERS System") for as
long as such Mortgage Loans are registered with MERS.
(b) Seller represents and warrants to, and covenants with Purchaser and
▇▇▇▇▇▇ (in the case of ▇▇▇▇▇▇ submitting breaches of representations and
warranties directly, other than with respect to any representations or
warranties, or portions thereof, relating to the servicing of the Mortgage Loans
or to information of which ▇▇▇▇▇▇ reasonably should have been aware in its
capacity as servicer of the Mortgage Loans prior to the Closing Date, for which
▇▇▇▇▇▇ shall not have the benefit), with respect to each Mortgage Loan as of the
Closing Date (or such other date as set forth herein) for such Mortgage Loan:
(i) The information required in Schedule One, Schedule Two and
Schedule Three hereto and the Mortgage Loan data delivered to
Purchaser are complete, true and correct and the servicing
information provided to Purchaser with respect to the Mortgage
Loans as of the Transfer Date (as defined herein) is true and
correct in all material respects;
(ii) The mortgagor's real property securing repayment of the
related Mortgage Note (as defined herein), consists of a fee
simple interest or a Ground Lease (as defined herein) in a
single parcel of real property improved by a (A) detached
one-family dwelling, (B) detached two-to four family dwelling,
(C) one-family unit in a ▇▇▇▇▇▇ ▇▇▇ ("FNMA") eligible
condominium project, (D) detached one-family dwelling in a
planned unit development which is not a co-operative and which
meets the eligibility requirements of FNMA, or (E) mobile home
or manufactured dwelling which constitutes real property (the
"Mortgaged Property") and is located in one of the fifty
states of the United States of America or the District of
Columbia. None of the Mortgage Loans is secured by a
multifamily, commercial, industrial, agricultural or
undeveloped property or by a condominium unit that is part of
a condominium development that operates as, or holds itself
out to be, a condominium hotel, regardless of whether the unit
itself is being used as a condotel unit;
(iii) There are no delinquent real estate taxes, ground rents, water
charges, sewer rents, Ground Lease rents, assessments,
insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges
affecting the Mortgaged Property;
(iv) The terms of the note or other evidence of indebtedness of the
mortgagor secured by the Mortgaged Property (in each case, the
"Mortgage Note") and the mortgage or other instrument creating
a first lien on the Mortgaged Property (in each case, a
"Mortgage") have not been impaired, waived, altered or
modified in any respect, except by written instruments,
recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, the
substance of which waiver, alteration or modification is
reflected on the applicable Mortgage Loan Schedule and has
been approved by the primary mortgage guaranty insurer, if
any, and the title insurer, to the extent required by the
related policy; no instrument of waiver, alteration or
modification has been executed, and no mortgagor has been
released, in whole or in part, except in connection with an
assumption agreement approved by the primary mortgage guaranty
insurer, if any, and the title insurer, to the extent required
by the related policy and which assumption agreement is part
of the Mortgage File or the Servicing File and the terms of
which are reflected in the applicable Mortgage Loan Schedule;
(v) The servicing and collection practices with respect to each
Mortgage Note and Mortgage have been in all respects legal,
proper, prudent and customary in the mortgage servicing
business, as conducted by prudent mortgage lending
institutions which service mortgage loans of the same type in
the jurisdiction in which the Mortgaged Property is located
and in accordance with the terms of the Mortgage Note,
Mortgage and other loan documents, whether such servicing was
done by Seller, its affiliates or any servicing agent of any
of the foregoing; the servicer of the Mortgage Loan has not
assessed the mortgagor any delinquent payment fees that are
not specifically permitted in the Mortgage or Mortgage Note,
including but not limited to demand letter charges, or
assessed the mortgagor interest on any advances made by the
servicer;
(vi) The Mortgage Note, the Mortgage and other agreements executed
in connection therewith are genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable
in accordance with its terms except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights
generally and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in
equity or at law) and free from any right of offset,
counterclaim, rescission, reformation or other claim or
defense, including the defense of usury. There is no basis for
the Mortgage Loan to be modified or reformed without the
consent of the mortgagee under applicable law. All parties to
the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage and the Mortgage Note and the
Mortgage have been duly and properly executed by such parties.
The obligor under the Mortgage Note is a natural person;
(vii) The Mortgage has not been satisfied, cancelled, subordinated
or rescinded, in whole or in part, and the Mortgaged Property
has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would
effect any such satisfaction, cancellation, subordination,
rescission or release;
(viii) The proceeds of the Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder,
and any and all requirements as to completion of any
improvements and as to disbursements of any escrow funds
thereof have been complied with or any incomplete improvements
are immaterial in nature or are weather related and do not
significantly affect the value of the Mortgaged Property and
no repair escrow has been established with respect to such
incomplete improvements. All costs, fees and expenses incurred
in making or closing the Mortgage Loan and the recording of
the Mortgage have been paid, and the mortgagor is not entitled
to any refund of any amounts paid or due to the mortgagee
pursuant to the Mortgage Note or Mortgage;
(ix) Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other
than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by the
Mortgage Note or Mortgage;
(x) The related Mortgage is a valid and enforceable first lien on
the Mortgaged Property, which Mortgaged Property is free and
clear of all encumbrances and liens having priority over the
lien of the Mortgage except for (A) liens for real estate
taxes and special assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of
recording of the Mortgage, such exceptions appearing of record
being acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal made in connection
with the origination of the Mortgage Loan and (C) other
matters to which like properties are commonly subject which do
not, individually or in the aggregate, materially interfere
with the benefits of the security intended to be provided by
the Mortgage or the use, enjoyment, value or marketability of
the related Mortgaged Property. The Mortgage Note and the
Mortgage have not been assigned or pledged, other than to
lenders whose liens will be released prior to the Closing Date
or simultaneously with Purchaser's purchase hereunder, on the
Closing Date, pursuant to a duly executed Security Release in
the form of Exhibit C (the "Security Release Certification").
Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, existing and
enforceable first lien and first priority security interest on
the property described therein. As of the Closing Date, Seller
is the sole owner thereof and has full right to transfer and
sell the Mortgage Loans to Purchaser free and clear of any
lien or encumbrance equity, charge, claim or other security
interest;
(xi) If such Mortgage Loan is indicated on the applicable Mortgage
Loan Schedule as having primary mortgage insurance, such
Mortgage Loan is covered by a primary mortgage insurance
policy as to the principal amount of the Mortgage Loan in
excess of the portion required by FNMA of the Appraised Value
(as defined herein) of the Mortgaged Property at the time of
origination of the Mortgage. Such primary mortgage insurance
policy is in full force and effect and the related Mortgage
obligates the mortgagor to maintain such insurance and to pay
all premiums and charges in connection therewith. The mortgage
interest rate for the Mortgage Loan does not include any such
insurance premium. "Appraised Value" means with respect to any
Mortgaged Property, the lesser of (i) the value thereof as
determined by an appraisal made for the originator of the
Mortgage Loan at the time of origination of the Mortgage Loan
by an appraiser who met the minimum requirements of FNMA and
the Federal Home Loan Mortgage Corporation or any successor
thereto ("FHLMC"), and (ii) the purchase price paid for the
related Mortgaged Property by the mortgagor with the proceeds
of the Mortgage Loan, provided, however, in the case of a
refinanced Mortgage Loan, such value of the Mortgaged Property
is based solely upon the value determined by an appraisal made
for the originator of such refinanced Mortgage Loan at the
time of origination of such refinanced Mortgage Loan by an
appraiser who met the minimum requirements of FNMA and FHLMC;
(xii) No intentional omission, misrepresentation, fraud or similar
occurrence with respect to a Mortgage Loan has taken place on
the part of the Seller or the mortgagor, any appraiser, any
builder or any developer, or any other party involved in the
solicitation or origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan
or in connection with the sale of such Mortgage Loan to the
Purchaser, and there are no circumstances existing with
respect to the Mortgage Loan which would permit the primary
mortgage guaranty insurer to deny coverage under any insurance
policy;
(xiii) The Mortgage Loan is covered by an American Land Title
Association lender's title insurance policy or other generally
acceptable form of policy of insurance acceptable to prudent
mortgage lending institutions, issued by a title insurer
acceptable to prudent mortgage lending institutions and
qualified to do business in the jurisdiction where the
Mortgaged Property is located (or by an attorney's abstract
and opinion of title if the Mortgaged Property is located in
Iowa), insuring the origination, its successors and assigns,
as to the first priority lien of the Mortgage, as indicated on
the applicable Mortgage Loan Schedule, in the original
principal amount of the Mortgage Loan and against any loss by
reason of the invalidity or unenforceability of the lien
resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage interest rate and monthly payment.
Additionally, such lender's title insurance policy
affirmatively insures ingress and egress to and from the
Mortgaged Property, and against encroachments by or upon the
Mortgaged Property or any interest therein. The originator is
the sole insured of lender's title insurance policy, and
lender's title insurance policy is in full force and effect.
No claims have been made under the lender's title insurance
policy, and neither Seller nor any prior holder has done, by
act or omission, anything which would impair the coverage of
the lender's title insurance policy;
(xiv) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such,
has been properly designated and currently so serves and is
named in the Mortgage, and no fees or expenses are or will
become payable by Purchaser to the trustee under the deed of
trust, except in connection with a trustee's sale after
default by the mortgagor;
(xv) At the time of origination of the Mortgage Loan, no
improvement located on or being part of the Mortgaged Property
was in violation of any applicable zoning law or regulation
and no such improvement is currently in violation of any
applicable zoning law or regulation. No improvements on
adjoining properties encroach upon the Mortgaged Property. The
Mortgaged Property is lawfully occupied under applicable law;
all inspections, licenses and certificates required in
connection with the origination of any Mortgage Loan with
respect to the occupancy of the same, including but not
limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate
authorities;
(xvi) The assignment of Mortgage is in recordable form, except for
the insertion of the name of the assignee, and is acceptable
for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. The endorsement of the Mortgage
Note is valid, legal and enforceable under the laws of the
jurisdiction in which the Mortgaged Property is located;
(xvii) None of the Mortgage Loans are subject to a "buydown
agreement";
(xviii) The Mortgaged Property securing the Mortgage Loan is insured
by an insurer generally acceptable to prudent mortgage lending
institutions against loss by fire and such hazards, including
but not limited to damage by windstorm, as are covered under a
standard extended coverage endorsement and such other hazards
as are customary in the area where the Mortgaged Property is
located; if the Mortgaged Property is a condominium unit, it
is included under the coverage afforded by a blanket policy
for the project; all such insurance policies contain a
standard mortgagee clause naming the Seller, its successors
and assigns as mortgagee and all premiums thereon have been
paid; if the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the
Federal 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 which policy conforms to the requirements of FNMA and
FHLMC. All such insurance policies contain a standard
mortgagee clause naming Seller, its successors and assigns as
mortgagee and all premiums thereon have been paid. The
Mortgage obligates the mortgagor thereunder to maintain all
such insurance at the mortgagor's cost and expense, and on the
mortgagor's failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at mortgagor's cost and
expense and to seek reimbursement therefor from the mortgagor;
(xix) If the Mortgage Loan provides that the interest rate on the
principal balance of the related Mortgage Loan may be
adjusted, all of the terms of the related Mortgage pertaining
to interest rate adjustments, payment adjustments and
adjustments of the outstanding principal balance have been
made in accordance with the terms of the related Mortgage Note
and applicable law and are enforceable and such adjustments
will not affect the priority of the Mortgage lien;
(xx) The Mortgaged Property complies with all applicable laws,
rules and regulations, including but not limited to those
relating to environmental matters, including but not limited
to those relating to radon, asbestos and lead paint and
neither the Seller nor, to the Seller's knowledge, the
mortgagor has received any notice of any violation or
potential violation of such law;
(xxi) The Mortgaged Property is free of damage and waste and there
is no proceeding pending or, to the best of Seller's
knowledge, threatened for the partial or total condemnation
thereof;
(xxii) Each agreement with a servicer of the Mortgage Loan, if any,
provides for the termination of the servicing rights relating
to the Mortgage Loan on the related Transfer Date, without the
payment of any termination fee or other expense by Purchaser;
(xxiii) To the extent required under applicable law, each originator
and subsequent mortgagee or servicer of the Mortgage Loan
complied with all licensing requirements and was authorized to
transact and do business in the jurisdiction in which the
related Mortgaged Property is located at all times when it
held or serviced the Mortgage Loan. Each Mortgage Loan and, if
any, the related prepayment penalty complied with any and all
applicable requirements of federal, state or local laws or
regulations, including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer
credit protection, predatory lending, abusive lending, fair
lending, fair credit reporting, unfair collection practice,
equal credit opportunity, fair housing and disclosure laws and
regulations, applicable to the solicitation, origination,
collection and servicing of such Mortgage Loan; and any
obligations of the holder of the Mortgage Note, Mortgage and
other loan documents have been complied with in all material
respects and the consummation of the transaction contemplated
hereby will not involve the violation of any such laws or
regulations, and Seller shall maintain in its possession,
available for inspection of Purchaser or its designee, and
shall deliver to Purchaser or its designee, upon two business
days' request, evidence of compliance with such requirements;
(xxiv) The mortgagor has received all disclosure materials required
by applicable law with respect to the making of fixed rate
mortgage loans in the case of fixed rate Mortgage Loans, and
adjustable rate mortgage loans in the case of adjustable rate
Mortgage Loans and rescission materials with respect to
refinanced Mortgage Loans, and has executed any required
consents that it has reviewed such information, which consents
are and will remain in the Mortgage File;
(xxv) The related Mortgage Note or Mortgage contains customary and
enforceable provisions such as to render the rights and
remedies of the holder adequate for the realization against
the Mortgaged Property of the benefits of the security,
including realization by judicial, or, if applicable,
non-judicial foreclosure, and in the case of a Mortgage
designated as a deed of trust, by trustee's sale. There is no
homestead or other exemption or other right available to the
mortgagor or any other person, or restriction on Seller or any
other person, including without limitation, any federal, state
or local, law, ordinance, decree, regulation, guidance,
attorney general action, or other pronouncement, whether
temporary or permanent in nature, that would interfere with,
restrict or delay, either (y) the ability of Seller, Purchaser
or any servicer or any successor servicer to sell the related
Mortgaged Property at a trustee's sale or otherwise, or (z)
the ability of Seller, Purchaser or any servicer or any
successor servicer to foreclose on the related Mortgage;
(xxvi) There is no action, suit or proceeding pending, or to the
Seller's knowledge, threatened or likely to be asserted with
respect to the Mortgage Loan against or affecting Seller
before or by any court, administrative agency, arbitrator or
governmental body;
(xxvii) There is no default, breach, violation or event of
acceleration existing under the related Mortgage Note or
Mortgage, and no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of
acceleration, and the Seller has not waived any default,
breach, violation or event of acceleration;
(xxviii) No action, inaction, or event has occurred and no state of
fact exists or has existed that has resulted or will result in
the exclusion from, denial of, or defense to coverage under
any applicable hazard insurance policy, PMI Policy or
bankruptcy bond, irrespective of the cause of such failure of
coverage. In connection with the placement of any such
insurance, no commission, fee, or other compensation has been
or will be received by Seller or any designee of Seller or any
corporation in which Seller or any officer, director, or
employee had a financial interest at the time of placement of
such insurance;
(xxix) No Mortgage Loan is subject to the provisions of the
Homeownership and Equity Protection Act of 1994 ("HOEPA") as
amended or has an "annual percentage rate" or "total points
and fees" payable by the mortgagor (as each such term is
defined under HOEPA) that equal or exceed the applicable
thresholds defined under HOEPA (Section 32 of Regulation Z, 12
C.F.R. Section 226.32(a)(1)(i) and (ii)) or is considered a
"high cost," "predatory" or "abusive" loan (or a similarly
designated loan using different terminology) under any
applicable state, county or municipal laws or ordinances,
including without limitation, the provisions of the Georgia
Fair Lending Act, New York Banking Law, Section 6-1, the New
Jersey Home Ownership Security Act of 2002 (the "NJ Act") or
any other statute or regulation providing "assignee" or
"originator" liability to holders of such mortgage loans;
(xxx) Each Mortgage Loan was originated by Seller or by a savings
and loan association, a savings bank, a commercial bank or
similar banking institution which is supervised and examined
by a federal or state authority, or by a mortgagee approved as
such by HUD;
(xxxi) Each Mortgage Loan has a fully assignable life of loan tax
service contract with Transamerica Real Estate Tax Service or
First American Real Estate Tax Service which may be assigned
without the payment of any fee by Purchaser;
(xxxii) There are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such lien)
affecting the related Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the
related Mortgage;
(xxxiii) Principal payments (or with respect to interest-only
Mortgage Loans, interest payments) on the Mortgage Loan
commenced no more than sixty days after the proceeds of the
Mortgage Loan were disbursed. With respect to each Mortgage
Loan, the Mortgage Note is payable each month on the day
identified on the applicable Mortgage Loan Schedule in monthly
payments, which, except with respect to any Mortgage Loan
which is identified on the applicable Mortgage Loan Schedule
as a balloon mortgage loan (each, a "Balloon Mortgage Loan"),
in the case of a fixed rate Mortgage Loan, are sufficient to
fully amortize the original principal balance over the
original term thereof and to pay interest at the related
Mortgage interest rate, and in the case of an adjustable rate
Mortgage Loan, are changed on each adjustment date, and in any
case, are sufficient to fully amortize the original principal
balance over the original term thereof and to pay interest at
the related Mortgage interest rate. In the case of a Balloon
Mortgage Loan, the Mortgage Note is payable in monthly
payments based on a maximum of fifty (50) year amortization
schedule and a final monthly payment substantially greater
than the preceding monthly payment which is sufficient to
amortize the remaining principal balance of the Balloon
Mortgage Loan. No Balloon Mortgage Loan has an original stated
maturity of less than seven (7) years. No adjustable rate
Mortgage Loan is convertible to a fixed rate Mortgage Loan.
The Mortgage Note does not permit negative amortization;
(xxxiv) The mortgagor has not notified Seller and Seller has no
knowledge of any relief requested or allowed to the mortgagor
under the Servicemembers Civil Relief Act or similar state
laws;
(xxxv) The Mortgage Loan was underwritten in accordance with the
underwriting standards of Seller in effect at the time the
Mortgage Loan was originated; and the Mortgage Note and
Mortgage are on forms acceptable to FNMA and FHLMC;
(xxxvi) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on
the Mortgaged Property and the security interest of any
applicable security agreement or chattel mortgage referred to
in (x) above;
(xxxvii) The Mortgage File contains an appraisal of the related
Mortgaged Property which satisfied the standards of FNMA and
FHLMC and was made and signed, prior to the approval of the
Mortgage Loan application, by a qualified appraiser, duly
appointed by Seller, who had no interest, direct or indirect,
in the Mortgaged Property or in any loan made on the security
thereof, whose compensation is not affected by the approval or
disapproval of the Mortgage Loan and who met the minimum
qualifications of FNMA and FHLMC. Each appraisal of the
Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;
(xxxviii) No Mortgage Loan was made in connection with (A) the
construction or rehabilitation of a Mortgaged Property or (B)
facilitating the trade-in or exchange of a Mortgaged Property;
(xxxix) With respect to escrow deposits and escrow payments, if any,
all such payments are in the possession of, or under the
control of, Seller and there exist no deficiencies in
connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or
escrow payments or other charges or payments due Seller have
been capitalized under any Mortgage or the related Mortgage
Note and no such escrow deposits or escrow payments are being
held by Seller for any work on a Mortgaged Property which has
not been completed;
(xl) Any principal advances made to the mortgagor prior to the
Cut-off Date have been consolidated with the outstanding
principal amount secured by the Mortgage, and the secured
principal amount, as consolidated, bears a single interest
rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly
insured as having first lien priority by a title insurance
policy, an endorsement to the policy insuring the mortgagee's
consolidated interest or by other title evidence acceptable to
FNMA and FHLMC. The consolidated principal amount does not
exceed the original principal amount of the Mortgage Loan;
(xli) Seller has no knowledge of any circumstances or condition with
respect to the Mortgage, the Mortgaged Property, the mortgagor
or the mortgagor's credit standing that can reasonably be
expected to cause the Mortgage Loan to become delinquent, or
materially and adversely affect the value of the Mortgage
Loan;
(xlii) No Mortgage Loan had a Loan-to-Value Ratio (as defined
herein) at origination in excess of 100%. Loan-to-Value Ratio
means with respect to any Mortgage Loan as of any date of
determination, the ratio on such date of the outstanding
principal amount of the Mortgage Loan to the Appraised Value
of the Mortgaged Property;
(xliii) No predatory or deceptive lending practices, including but
not limited to, the extension of credit to the mortgagor
without regard for the mortgagor's ability to repay the
Mortgage Loan and the extension of credit to the mortgagor
which has no apparent benefit to the mortgagor, were employed
by the originator of the Mortgage Loan in connection with the
origination of the Mortgage Loan. With respect to each
Mortgage Loan, (a) no mortgagor was required to purchase any
single premium credit life insurance policy (e.g., life,
mortgage, disability, accident, unemployment or health
insurance product) or debt cancellation agreement as a
condition of obtaining the extension of credit; (b) no
mortgagor obtained a prepaid single premium credit insurance
policy (e.g., life, mortgage, disability, accident,
unemployment, property or health insurance product) or debt
cancellation agreement in connection with the origination of
the Mortgage Loan; and (c) no proceeds from any Mortgage Loan
were used to purchase single premium credit insurance policies
(e.g., life, mortgage, disability, accident, unemployment or
health insurance product) or debt cancellation agreements as
part of the origination of, or as a condition to closing, such
Mortgage Loan;
(xliv) The Mortgage contains an enforceable provision for the
acceleration of the payment of the unpaid principal balance of
the Mortgage Loan in the event that the Mortgaged Property is
sold or transferred without the prior written consent of the
mortgagee thereunder;
(xlv) The Mortgage Loan complies with all applicable consumer credit
statutes and regulations, including, without limitation, the
respective Uniform Consumer Credit Code laws in effect in
Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South
Carolina, Utah and Wyoming, has been originated by a properly
licensed entity, and in all other respects, complies with all
of the material requirements of any such applicable laws;
(xlvi) None of the Mortgage Loans is a refinancing of a zero
interest rate or low interest loan made by a governmental
agency or non-profit organization;
(xlvii) With respect to each Mortgage Loan that is a simple interest
Mortgage Loan, the Mortgage Loan is identified on the
applicable Mortgage Loan Schedule as a simple interest
Mortgage Loan, the Mortgage Loan is required to be serviced as
a simple interest mortgage loan pursuant to the terms of the
related Mortgage Note, and the servicing and collection
practices used in connection therewith have been in accordance
with legal, proper, prudent and customary practices for
servicing simple interest mortgage loans;
(xlviii) With respect to each Mortgage Loan that is secured in whole
or in part by the interest of the mortgagor as a lessee under
a ground lease of the related Mortgaged Property (a "Ground
Lease") and not by a fee interest in such Mortgaged Property:
a. The mortgagor is the owner of a valid and subsisting
interest as tenant under the Ground Lease;
b. The Ground Lease is in full force and effect, unmodified
and not supplemented by any writing or otherwise;
c. The mortgagor is not in default under any of the terms
thereof and there are no circumstances which, with the giving
of notice, would constitute an event of default thereunder;
d. The lessor under the Ground Lease is not in default under
any of the terms or provisions thereof on the part of the
lessor to be observed or performed;
e. The term of the Ground Lease exceeds the maturity date of
the related Mortgage Loan by at least ten years;
f. The Ground Lease or a memorandum thereof has been recorded
and by its terms permits the leasehold estate to be mortgaged.
The Ground Lease grants any leasehold mortgagee standard
protection necessary to protect the security of a leasehold
mortgagee;
g. The Ground Lease does not contain any default provisions
that could give rise to forfeiture or termination of the
Ground Lease except for the non-payment of the Ground Lease
rents;
h. The execution, delivery and performance of the Mortgage do
not require the consent (other than those consents which have
been obtained and are in full force and effect) under, and
will not contravene any provision of or cause a default under,
the Ground Lease; and
i. The Ground Lease provides that the leasehold can be
transferred, mortgaged and sublet an unlimited number of times
either without restriction or on payment of a reasonable fee
and delivery of reasonable documentation to the lessor.
(xlix) No Mortgage Loan originated on or after October 1, 2002 and
prior to March 7, 2003 is subject to the Georgia Fair Lending
Act (OGCA Sections 7-6A-1, et. seq.), as such Act may be
amended from time to time;
(l) The Mortgaged Property was not, as of the date of origination
of the Mortgage Loan, subject to a mortgage, deed of trust,
deed to secure debt or other security instrument creating a
lien subordinate to the lien of the Mortgage;
(li) All payments required to be made in June 2007 for each
Mortgage Loan under the terms of the related Mortgage Note
have been paid in full during June 2007;
(lii) The Mortgage Loan documents with respect to each Mortgage Loan
subject to prepayment penalties (i) specifically authorizes
such prepayment penalties to be collected and such prepayment
penalties are permissible and enforceable and were originated
in accordance with the terms of the related Mortgage Loan
documents and all applicable state, federal and local law
(except to the extent that the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, receivership
and other similar laws relating to creditors' rights generally
or the collectability thereof may be limited due to
acceleration in connection with a foreclosure) and (ii)
include all necessary documentation to determine the amount of
the prepayment penalty to be collected;
(liii) The Mortgage File has been delivered to Purchaser or its
designee in accordance with the terms of this Agreement;
(liv) The originator has complied with all applicable anti-money
laundering laws and regulations, including without limitation
the USA PATRIOT Act of 2001 (collectively, the "Anti-Money
Laundering Laws"); the Originator has established an
anti-money laundering compliance program as required by the
Anti-Money Laundering Laws, has conducted the requisite due
diligence in connection with the origination of each Mortgage
Loan for purposes of the Anti-Money Laundering Laws, including
with respect to the legitimacy of the applicable mortgagor and
the origin of the assets used by the said mortgagor to
purchase the property in question, and maintains, and will
maintain, sufficient information to identify the applicable
mortgagor for purposes of the Anti-Money Laundering Laws; no
Mortgage Loan is subject to nullification pursuant to
Executive Order 13224 (the "Executive Order") or the
regulations promulgated by the Office of Foreign Assets
Control of the United States Department of the Treasury (the
"OFAC Regulations") or in violation of the Executive Order or
the OFAC Regulations, and no mortgagor is subject to the
provisions of such Executive Order or the OFAC Regulations nor
listed as a "blocked person" for purposes of the OFAC
Regulations;
(lv) No Mortgage Loan is a "manufactured housing loan" pursuant to
the NJ Act;
(lvi) No points, fees or similar charges are required to be
reimbursed to a mortgagor upon a prepayment in full of the
related Mortgage Loan;
(lvii) No Mortgage Loan that was originated on or after August 1,
2004 is subject to mandatory arbitration to resolve any
dispute arising out of or relating to in any way the Mortgage
Loan transaction;
(lviii) With respect to any Mortgage Loan that contains a provision
permitting imposition of a penalty upon a prepayment prior to
maturity: (a) the Mortgage Loan provides some benefit to the
mortgagor (e.g., a rate or fee reduction) in exchange for
accepting such prepayment penalty; (b) the Mortgage Loan's
originator had a written policy of offering the mortgagor, or
requiring third-party brokers to offer the mortgagor, the
option of obtaining a mortgage loan that did not require
payment of such a penalty; (c) the prepayment penalty was
adequately disclosed to the mortgagor in the Mortgage Loan
documents pursuant to applicable state and federal law; and
(d) no Mortgage Loan originated on or after October 1, 2002
will provide for prepayment penalties for a term in excess of
three years and any Mortgage Loans originated prior to such
date will not impose prepayment penalties in excess of five
years; in each case unless the Mortgage Loan was modified to
reduce the prepayment period to no more than three years from
the date of the Mortgage Note and the mortgagor was notified
in writing of such reduction in prepayment period;
(lix) The Seller has fully furnished, in accordance with the Fair
Credit Reporting Act and its implementing regulations,
accurate and complete information (i.e., favorable and
unfavorable) on its mortgagor credit files to Equifax,
Experian, and Trans Union Credit Information Company (three of
the credit repositories), on a monthly basis with respect to
each Mortgage Loan;
(lx) With respect to the Mortgage Loans, no mortgagor was
encouraged or required to select a mortgage loan product
offered by the Mortgage Loan's originator which is a higher
cost product designed for less creditworthy mortgagors, unless
at the time of the Mortgage Loan's origination, such mortgagor
did not qualify taking into account credit history and debt to
income ratios for a lower cost credit product then offered by
the Mortgage Loan's originator or any affiliate of the
Mortgage Loan's originator. If, at the time of loan
application, the mortgagor may have qualified for a lower cost
credit product then offered by any mortgage lending affiliate
of the Mortgage Loan's originator, the Mortgage Loan's
originator referred the mortgagor's application to such
affiliate for underwriting consideration;
(lxi) The methodology used in underwriting the extension of credit
for each Mortgage Loan employs objective mathematical
principles which relate the mortgagor's income, assets and
liabilities to the proposed payment and such underwriting
methodology does not rely solely on the extent of the
mortgagor's equity in the collateral as the principal
determining factor in approving such credit extension. The
methodology employed related objective criteria such as the
mortgagor's income, assets and liabilities, to the proposed
mortgage payment and, based on such methodology, the Mortgage
Loan's originator made a reasonable determination that at the
time of origination the mortgagor had the ability to make
timely payments on the Mortgage Loan;
(lxii) Except as otherwise disclosed to Purchaser in writing, no
mortgagor under a Mortgage Loan was charged "points and fees"
(whether or not financed) in an amount greater than (a) $1,000
or (b) 5% of the principal amount of such Mortgage Loan,
whichever is greater. For purposes of this representation,
"points and fees" (x) include origination, underwriting,
broker and finder's fees and charges that the lender imposed
as a condition of making the Mortgage Loan, whether they are
paid to the lender or a third party; and (y) exclude bona fide
discount points, fees paid for actual services rendered in
connection with the origination of the Mortgage (such as
attorneys' fees, notaries fees and fees paid for property
appraisals, credit reports, surveys, title examinations and
extracts, flood and tax certifications, and home inspections);
the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance
policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance
premiums; and other miscellaneous fees and charges which
miscellaneous fees and charges, in total, do not exceed 0.25
percent of the loan amount;
(lxiii) All points, fees and charges (including finance charges),
whether or not financed, assessed, collected or to be
collected in connection with the origination and servicing of
each Mortgage Loan, have been disclosed in writing to the
mortgagor in accordance with applicable state and federal law
and regulation;
(lxiv) With respect to any Mortgage Loans that are on manufactured
housing, upon the origination of each such Mortgage Loan the
manufactured housing unit either (i) will be the principal
residence of the mortgagor, or (ii) will be classified as real
property under applicable state law;
(lxv) [Reserved];
(lxvi) At the time of origination, each Mortgage Loan was in
compliance with the anti predatory lending eligibility for
purchase requirements of FNMA's selling guide;
(lxvii) No Mortgage Loan is a high cost loan or a covered loan, as
applicable (as such terms are defined in Standard & Poor's
LEVELS(R) Version 5.7 Glossary Revised, Appendix E);
(lxviii) With respect to each Mortgage Loan, the mortgagor was not
encouraged or required to select a mortgage loan product
offered by the Mortgage Loan's originator which is a higher
cost product designed for less creditworthy mortgagors, taking
into account such facts as, without limitation, the mortgage
loan's requirements and the mortgagor's credit history,
income, assets and liabilities. For a mortgagor who sought
financing through a Mortgage Loan originator's higher-priced
subprime lending channel, the mortgagor was directed towards
or offered the Mortgage Loan originator's standard mortgage
line if the mortgagor is able to qualify for one of the
standard products;
(lxix) No Mortgage Loan secured by a Mortgaged Property in the State
of Ohio which closed on or after January 1, 2007 was
originated pursuant to a no income/no asset documentation
program or any other program pursuant to which the related
mortgagor was not required to disclose income. Each Mortgage
Loan secured by a Mortgaged Property in the State of Ohio
which closed on or after January 1, 2007, was originated in
compliance with the Ohio Consumer Sales Practices Act (Oh.
Rev. Stat. 1345.01 et seq.) and the regulations promulgated
thereunder and was made only after reasonable and appropriate
methods were used to determine the mortgagor's repayment
ability, including without limitation, employment verification
for stated income loans, which have been properly documented
and verified;
(lxx) [Reserved];
(lxxi) Each Mortgage Loan secured by a Mortgaged Property located
within the "Pilot Program Area" in ▇▇▇▇ County in the State of
Illinois was originated in compliance with Illinois Public Act
94-280 (Illinois H.B. 4050), known as the Predatory Lending
Database Pilot Program Act (765 ILCS 77/70)). The term "Pilot
Program Area" refers to the following zip codes: 60620, 60621,
60623, 60628, 60629, 60632, 60636, 60638, 60643, and 60652.
Every such Mortgage Loan, regardless of the originator,
recorded on or after September 1, 2006, and closed on or
before January 19, 2007, was validly recorded with the ▇▇▇▇
County Recorder of Deeds along with either a Certificate of
Compliance or Exempt Certificate issued by the Illinois
Department of Financial and Professional Regulation as a cover
sheet. No material changes were made to any such Mortgage Loan
from the time that the loan file was submitted to the Illinois
Department of Financial and Professional Regulation for a
Certificate of Compliance or Exempt Certificate until the date
of settlement.
(c) It is understood and agreed that the representations and warranties
set forth in this Section 5 shall survive the sale and delivery of the Mortgage
Loans to Purchaser and shall inure to the benefit of Purchaser and ▇▇▇▇▇▇,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
assignment of Mortgage or any examination or failure to examine any Mortgage
File; subject, however, to the qualification with respect to ▇▇▇▇▇▇ in (b)
above.
(d) For the purposes of this Agreement, (i) the term "to Seller's
knowledge," or "to its knowledge" means that Seller reasonably believes such
representation or warranty to be true, and has no actual knowledge or notice
that such representation or warranty is inaccurate or incomplete, or of any
facts or circumstances that would render reliance thereon unjustified without
further inquiry; and (ii) "to the best of Seller's knowledge," means that to
Seller's knowledge, the representation or warranty is not incomplete or
inaccurate, and Seller has conducted a reasonable inquiry to assure the accuracy
and completeness of the applicable statement.
(e) Upon discovery by any of Seller, Purchaser or ▇▇▇▇▇▇ of a breach of
any of the foregoing representations and warranties as set forth in this Section
5 which materially and adversely affects the value of the Mortgage Loans or the
interest of Purchaser (or which adversely affects the interests of Purchaser in
the Mortgage Loan in the case of a representation or warranty relating to a
particular Mortgage Loan), the party discovering such breach shall give prompt
written notice to the other. Within sixty (60) days of its discovery or its
receipt of written or electronic notice of any such breach of a representation
or warranty, Seller shall cure such breach in all material respects or, at the
option of Purchaser, shall repurchase the ownership interest in such Mortgage
Loan at a repurchase price (the "Repurchase Price") equal to the outstanding
principal balance of such Mortgage Loan multiplied by the purchase price
percentage set forth in the Memorandum of Sale, less any principal payments
received by Purchaser, plus Purchaser's and Litton's reasonable and customary
out-of-pocket expenses incurred by Purchaser and ▇▇▇▇▇▇ in transferring and
servicing such Mortgage Loan, including, without limitation, expenses incurred
for maintenance and repairs, assessments, taxes and similar items, to the extent
not paid out of an escrow account transferred by Seller to Purchaser, and
attorney's fees and expenses incurred by Purchaser and ▇▇▇▇▇▇ in connection with
any enforcement procedures or otherwise with respect to such Mortgage Loan or
the transfer of such Mortgage Loan to Seller or Purchaser and an additional
amount equal to the rate of interest borne by the Mortgage Loan multiplied by
the outstanding principal balance of such Mortgage Loan from the date interest
was paid through on such Mortgage Loan to the date such Mortgage Loan is
repurchased. Purchaser shall release its interest in the Mortgage Loan promptly
upon its receipt of the Repurchase Price and shall immediately effect the
reconveyance of such Mortgage Loan to Seller. Notwithstanding anything to the
contrary contained herein, it is understood by the parties hereto that a breach
of the representations and warranties made in Sections 5(b)(ii), (xxiii),
(xxix), (xliii), (xlix), (lvii), (lviii), (lix), (lx), (lxi), (lxii), (lxiii),
(lxiv) or (lxviii), will be deemed to materially and adversely affect the value
of the related Mortgage Loan or the interest of Purchaser therein.
(f) To the extent the Seller fails to repurchase any Mortgage Loan listed
on Schedule One or Schedule Two pursuant to Section 5(e) above, General Electric
Capital Corporation agrees with the Purchaser, in consideration of and as an
inducement to its agreement to enter into the transactions contemplated herein,
to guarantee the payment of (x) the Repurchase Price pursuant to Section 5(e)
hereof or, at the Purchaser's option, (y) the difference between the original
purchase price for such Mortgage Loan and a new, re-priced purchase price agreed
upon by the parties for such Mortgage Loan; provided, however, General Electric
Capital Corporation shall only (i) guarantee the payment pursuant to clauses (x)
and (y) hereof up to a maximum of $25,000,000 and (ii) be obligated to guarantee
such payment to the extent Seller discovers or receives written or electronic
notice of a breach of a representation or warranty set forth in this Section 5
by the close of business on July 10, 2009.
SECTION 6. Closing Documents. (a) The closing documents to be delivered on
or prior to the Closing Date (the "Closing Documents") shall consist of each of
the following:
(i) four (4) fully executed original copies of this Agreement,
including all exhibits hereto;
(ii) one (1) fully executed original of the document exception
report issued pursuant to the Custody Agreement;
(iii) one (1) fully executed original of an officer's certificate in
the form attached hereto as Exhibit E, including all
attachments thereto;
(iv) an original or a certified copy of a certificate or other
evidence of merger or change of name, signed or stamped by the
applicable regulatory authority, if any of the related
Mortgage Loans were acquired by Seller by merger or acquired
or originated by Seller while conducting business under a name
other than its present name, which shall be delivered by the
Closing Date;
(v) four (4) fully executed original copies of the related PPTL,
including all exhibits thereto, in the form attached hereto as
Exhibit B;
(vi) those documents set forth on Exhibit A-1 hereto for the
related Mortgage Loans;
(vii) security releases from any warehouse lender with a lien on the
related Mortgage Loans in the form attached hereto as Exhibit
C;
(viii) a ▇▇▇▇ of Sale for the Mortgage Loans in the form attached
hereto as Exhibit D;
(ix) the Memorandum of Sale in the form attached hereto as Exhibit
F;
(x) a computer readable transmission of the payment history for
each Mortgage Loan for the past twelve months; and
(xi) such other documents as may be specified in the PPTL.
(b) The documents specified in Subsection 6(a)(vi) hereof for each
Mortgage Loan shall be delivered by Seller to Purchaser or its designee at least
five (5) business days prior to the related Closing Date.
SECTION 7. Costs. Each party will pay any commissions it has incurred and
the fees of its attorneys in connection with the negotiations for, documenting
of and closing of the transactions contemplated by this Agreement and the PPTL.
If Purchaser requests the contents of the Mortgage File which have not been
previously delivered hereunder, the original contents of such Mortgage File will
be delivered by Seller. Seller will pay all costs and expenses incurred in
connection with the preceding sentence. Seller shall be responsible for, and
shall bear all reasonable and out-of-pocket fees and expenses related to, the
recordation of assignments of Mortgage from Seller to Purchaser with respect to
the Mortgage Loans. Seller shall be responsible for and shall bear all
reasonable and out-of-pocket fees and expenses related to the recordation of any
intervening assignments of Mortgage with respect to the Mortgage Loans.
With respect to foreclosure costs and expenses for any Mortgage Loan,
including attorneys' fees, Seller shall be responsible for all expenses for
services rendered prior to the related Closing Date. With respect to foreclosure
costs and expenses for any Mortgage Loan, including attorney's fees, Purchaser
shall be responsible for all expenses for services rendered on or after the
related Closing Date; provided, however, except as otherwise required by
applicable law, that Purchaser's prior consent shall be required with respect to
the institution of any such foreclosure proceeding or proceedings to modify any
Mortgage Loans. Seller and Purchaser hereby agree that Purchaser may continue
any proceeding in Seller's name with respect to any Mortgage Loan if necessary
to prevent a material adverse effect on Purchaser's interests with respect
thereto or a delay in such proceeding.
SECTION 8. Servicing. The Mortgage Loans are being sold on a servicing
released basis. The Mortgage Loans are currently being interim serviced by
▇▇▇▇▇▇. Notwithstanding any provision in the Agreement to the contrary, upon the
purchase of the Mortgage Loans by the Purchaser, the Mortgage Loans shall be
serviced by ▇▇▇▇▇▇ pursuant to a servicing agreement between the Purchaser and
▇▇▇▇▇▇. For purposes of the Agreement, the servicing transfer date (the
"Transfer Date") shall be deemed to be the Closing Date.
During the period between the Cut-off Date and the Transfer Date, Seller
shall service the related Mortgage Loans for the benefit of Purchaser in
accordance with the terms of the related Mortgage and Mortgage Note and shall
service the related Mortgage Loans in order to protect Purchaser's interest in
such Mortgage Loans to the extent that a reasonably prudent servicer would for
mortgage loans of the same type in the applicable jurisdiction and in compliance
with all applicable laws, rules and regulations and the loan documents. No later
than the Transfer Date, Seller shall, at its cost and expense, take such steps
as may be necessary or appropriate to effectuate and evidence the transfer of
the servicing of the related Mortgage Loans to Purchaser, or its designee,
including but not limited to the following:
(a) Escrow Payments. On the Transfer Date provide Purchaser with an
accounting statement of the escrow and other payments, for taxes, governmental
assessments, insurance premiums, security deposits, water, sewer and municipal
charges, and suspense balances and loss draft balances sufficient to enable
Purchaser to reconcile the amount of such payment with the accounts of the
related Mortgage Loans.
(b) Corporate Advances. On the Transfer Date, provide Purchaser, or its
designee, with copies of all receipts, invoices and bills pertaining to
foreclosure expenses, attorney's fees, bankruptcy fees and other corporate
advances along with a loan level report providing detail on each expense paid by
Seller. In addition, Seller shall forward on a weekly basis all receipts,
invoices and bills pertaining to foreclosure expenses, attorney's fees,
bankruptcy fees and other corporate advances, received by Seller after the
Transfer Date. Purchaser and Seller acknowledge that the amount of the escrow
and corporate advances (as described in Sections 8(a) and 8(b)) may vary from
the amount shown on the Mortgage Loan Schedules to reflect activity occurring
after the Closing Date.
(c) Payoffs and Assumptions. On or prior to the Transfer Date, provide to
Purchaser, or its designee, copies of all assumption and payoff statements
generated with respect to the Mortgage Loans from the period beginning sixty
(60) days prior to the Transfer Date until the Transfer Date.
(d) Payments Received Prior to the Transfer Date. Prior to the Transfer
Date all payments received by Seller on each Mortgage Loan shall be properly
applied by Seller to the account of the particular mortgagor. Any unapplied
funds and suspense payments shall be wire transferred to Purchaser on the
Transfer Date and shall be applied by Purchaser as deemed appropriate in
Purchaser's sole discretion.
(e) Payments Received After the Transfer Date. The amount of any payments
received by Seller after the Transfer Date with respect to the related Mortgage
Loans shall (i) in the case of payments received within thirty days of the
Transfer Date, be forwarded to Purchaser by overnight mail or courier within one
business day of receipt and (ii) in the case of payments received thereafter, be
forwarded to Purchaser on a weekly basis. Notwithstanding the foregoing, any
payment received by Seller for the purposes of a full payoff and received within
ninety days of the Transfer Date shall be forwarded to Purchaser by courier or
overnight mail within one business day of receipt. Seller shall notify Purchaser
of the particulars of such payment, which notification requirements shall be
satisfied if Seller forwards with the payment sufficient information to permit
appropriate processing of the payment by Purchaser and shall provide necessary
and appropriate legal application of such payments which shall include, but not
be limited to, endorsement of such payment to Purchaser or equivalent substitute
payment with the particulars of the payment such as the account number, dollar
amount, date received and any special mortgagor application instructions.
(f) 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 Transfer Date shall immediately notify the other
party;
(iii) If a misapplied payment which occurred prior to the Transfer
Date cannot be identified and said misapplied payment has
resulted in a shortage in any accounts established for the
purpose of depositing payments with respect to the Mortgage
Loans, Seller shall be liable for the amount of such shortage.
Seller shall reimburse Purchaser for the amount of such
shortage within thirty (30) days after receipt of written
demand therefor from Purchaser;
(iv) If a misapplied payment which occurred prior to the Transfer
Date has created an incorrect Purchase Price as the result of
an inaccurate outstanding principal balance, a check shall be
issued to the party disadvantaged by the incorrect payment
application within five (5) business days after notice
therefor by the other party; and
(v) Any check issued under the provisions of this Section 8 shall
be accompanied by a statement indicating the corresponding
Seller and/or Purchaser Mortgage Loan identification number
and an explanation of the allocation of any such payments.
(g) Books and Records. On the Transfer Date, the books, records and
accounts of Seller with respect to the related Mortgage Loans shall be in
accordance with all applicable industry standards, and with all additional
Purchaser requirements as to which Seller has received notice.
(h) Reconciliation. On or prior to the Transfer Date, the Seller shall,
with respect to the related Mortgage Loans, reconcile principal balances and
make any monetary adjustments required by Purchaser. Any such monetary
adjustments will be transferred between Seller and Purchaser as appropriate.
(i) IRS Forms. The Seller shall file, as and when required by law, all IRS
forms 1099, 1099A, 1098 or 1041 and K-1 in relation to the servicing and
ownership of the Mortgage Loans for the portion of such year the Mortgage Loans
were serviced by Seller. Seller shall provide copies of such forms to Purchaser
upon request and Seller shall reimburse Purchaser for any reasonable and
out-of-pocket costs or penalties incurred by Purchaser due to Seller's failure
to comply with this paragraph.
SECTION 9. Hazard Insurance. If any Mortgaged Property is damaged on or
after the Cut-off Date as a result of fire, windstorm, flood, earthquake,
natural disaster or other hazard, the proceeds of any such insurance policy
relating to the related Mortgaged Property shall be paid to Purchaser and/or the
related mortgagor to be applied as required by the Mortgage Note, Mortgage or
other loan documents.
SECTION 10. No Solicitation. From and after the Cut-off Date, Seller
hereby agrees that it will not take any action or permit or cause any action to
be taken by any of its agents or affiliates, or by any independent contractors
on Seller's behalf, to personally, by telephone or mail, solicit the mortgagor
or obligor under any Mortgage Loan for the purpose of refinancing, in whole or
in part. It is understood and agreed that all rights and benefits relating to
the solicitation of any mortgagors for mortgage-related consumer products and
the attendant rights, title and interest in and to the list of such mortgagors
and data relating to their Mortgages (including insurance renewal dates) shall
be transferred to Purchaser pursuant hereto on the Closing Date and Seller shall
take no action to undermine these rights and benefits. Notwithstanding the
foregoing, it is understood and agreed that promotions undertaken by Seller or
any affiliate of Seller which are directed to the general public at large,
including, without limitation, mass mailings based on commercially acquired
mailing lists, and newspaper, radio and television advertisements shall not
constitute solicitation under this Section 10.
SECTION 11. Confidentiality. Seller and Purchaser each hereby agrees to
fully comply with all applicable laws, rules and regulations governing the
confidentiality of any information acquired from or concerning the mortgagors.
SECTION 12. Survival of Agreement. This Agreement includes provisions
which the parties hereto intend will remain in effect after the closing of the
transaction contemplated by this Agreement and the PPTL. Accordingly, this
Agreement and the PPTL shall survive and remain in effect after the closing.
SECTION 13. Notices. All demands, notices and communications under this
Agreement and the PPTL shall be in writing and shall be deemed to have been duly
given if (i) mailed by registered or certified mail, return receipt requested or
by overnight delivery service, addressed to the appropriate party hereto at the
address stated in the introduction to this Agreement or (ii) transmitted by
facsimile transmission or by electronic mail with acknowledgment, to the
appropriate party hereto at the facsimile number or the electronic mail address
provided by the other party to this Agreement. Any such demand, notice or
communication shall be deemed to have been received on the date delivered to or
received at the premises of the addressee (as evidenced by the date noted on the
return receipt or overnight delivery receipt).
SECTION 14. Severability Clause. Any part, provision, representation or
warranty of this Agreement and the PPTL which is prohibited or unenforceable or
is held to be void or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provisions in any other jurisdiction. To the extent
permitted by applicable law, the parties hereto waive any provision of law which
prohibits or renders void or unenforceable any provision hereof.
SECTION 15. Counterparts; Facsimile Signatures. For the purpose of
facilitating the execution of this Agreement, and for other purposes, this
Agreement and the PPTL 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. The parties agree
that this Agreement, any documents to be delivered pursuant to this Agreement
and any notices hereunder may be transmitted between them by email and/or by
facsimile. The parties intend that faxed signatures and electronically imaged
signatures such as .pdf files shall constitute original signatures and are
binding on all parties. The original documents shall be promptly delivered, if
requested.
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ of Delivery and Governing Law. This Agreement and the
PPTL shall be deemed to have been made in the State of New York. This Agreement
and the PPTL shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with the laws of the State of New York, excluding
conflict of laws issues. The parties hereby agree that all disputes arising
hereunder and in the PPTL shall be submitted to and hereby subject themselves to
the jurisdiction of the courts of competent jurisdiction, state and federal, in
the State of New York.
SECTION 17. Further Assurances; Financial Statements. Each party to this
Agreement agrees to execute and deliver such instruments and take such actions
as the other party may, from time to time, reasonably request to effect the
purpose and carry out the terms of this Agreement. In addition, Seller shall
provide to Purchaser, no later than forty five (45) days following the end of
each calendar quarter, audited financial statements (or unaudited, if audited
financial statements are not available) of the Seller.
SECTION 18. Successors and Assigns; Assignment. This Agreement and the
PPTL shall bind and inure to the benefit of and be enforceable by Seller and
Purchaser and the respective successors and assigns of Seller and Purchaser. The
Seller shall require any successor or assignee, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or substantially all the
business or assets of the Seller, expressly and unconditionally to assume and
agree to perform the Seller's obligations under this Agreement, in the same
manner and to the same extent that the Seller would be required to perform if no
such succession or assignment had taken place. Purchaser may assign this
Agreement and the PPTL to any Person to whom any Mortgage Loan is transferred
whether pursuant to a sale or financing and to any Person to whom the servicing
or master servicing of any Mortgage Loan is sold or transferred. Upon any such
assignment, the Person to whom such assignment is made shall succeed to all
rights and obligations of Purchaser under this Agreement and the PPTL to the
extent of the related Mortgage Loan or Mortgage Loans and this Agreement and the
PPTL, to the extent of the related Mortgage Loan or Loans, shall be deemed to be
a separate and distinct agreement between Seller and such purchaser, and a
separate and distinct agreement between Seller and each other purchaser to the
extent of the other related Mortgage Loan or Loans. In the event that this
Agreement and the PPTL is assigned to any Person to whom the servicing or master
servicing of any Mortgage Loan is sold or transferred, the rights and benefits
under this Agreement which inure to Purchaser shall inure to the benefit of both
the Person to whom such Mortgage Loan is transferred and the Person to whom the
servicing or master servicing of the Mortgage Loan has been transferred. This
Agreement and the PPTL shall not be assigned, pledged or hypothecated by Seller
to a third party without the consent of Purchaser.
SECTION 19. Indemnification. Seller agrees to indemnify Purchaser and each
of its officers, directors, employees, agents and subcontractors and to hold
each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other reasonable out-of-pocket costs, fees and expenses that
are related to or arise from a breach of any representation and warranty or
covenant under this Agreement and the PPTL of Seller, and any action of any
originator, holder or servicer of the Mortgage Loans occurring prior to the
Transfer Date.
SECTION 20. Amendments. Neither this Agreement nor any PPTL, nor any
provision hereof may be changed, waived, discharged or terminated orally, but
only by a written instrument signed by both Seller and Purchaser.
SECTION 21. Interpretation. For all purposes of this Agreement and the
PPTL, initially capitalized terms used herein have the meanings ascribed hereto
in this Agreement. Except as expressly otherwise provided herein or unless the
context otherwise requires, for purposes of this Agreement the words "herein,"
"hereto," "hereof" and "hereunder" and other words of similar effect shall refer
to this Agreement as a whole and not to any particular provisions.
SECTION 22. Intention of the Parties. It is the intention of the parties
that Purchaser is purchasing, and Seller is selling, the related Mortgage Loans
and not a debt instrument of Seller or any other security. Accordingly, each
party intends to treat each transaction for federal income tax purposes and each
transaction shall be reflected on Seller's books and records, tax returns,
balance sheet and other financial statements as a sale by Seller, and a purchase
by Purchaser, of the related Mortgage Loans.
SECTION 23. Reproduction of Documents. This Agreement and all documents
relating thereto, including, without limitation, (a) consents, waivers and
modifications which may hereafter be executed, (b) documents received by any
party at the closing, and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
SECTION 24. Exhibits. The exhibits to this Agreement are hereby
incorporated and made a part hereof and are an integral part of this Agreement.
SECTION 25. PPTL. The terms and conditions set forth in the PPTL with
respect to the Closing Date shall be incorporated herein. In the event of any
conflict between the terms of this Agreement and the PPTL, this Agreement shall
control.
SECTION 26. Compliance with Regulation AB.
Subsection 26.01 Intent of the Parties; Reasonableness.
The Purchaser and the Seller acknowledge and agree that the purpose of
Section 26 of this Agreement is to facilitate compliance by the Purchaser and
any depositor, as such term is defined in Regulation AB (as defined below), with
respect to any Securitization Transaction (as defined below) (the "Depositor")
with the provisions of Regulation AB and related rules and regulations of the
United States Securities and Exchange Commission (the "Commission"). Although
Regulation AB is applicable by its terms only to offerings of asset-backed
securities that are registered under the Securities Act of 1933, as amended (the
"Securities Act"), the Seller acknowledges that investors in privately offered
securities may require that the Purchaser or any Depositor provide comparable
disclosure in unregistered offerings. References in this Agreement to compliance
with Regulation AB include provision of comparable disclosure in private
offerings.
Neither the Purchaser nor any Depositor shall exercise its right to
request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations of the Commission thereunder (or the
provision in a private offering of disclosure comparable to that required under
the Securities Act). The Seller and the Purchaser acknowledge that
interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and the Seller agrees to comply with requests made by the
Purchaser or any Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. In
connection with any Securitization Transaction, the Seller shall cooperate fully
with the Purchaser to deliver to the Purchaser (including any of its assignees
or designees) and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Purchaser or any Depositor to permit the Purchaser or such
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Seller, any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof (a "Person"), other than a Qualified Correspondent (as
defined below), that originated Mortgage Loans acquired by the Seller (the
"Third-Party Originator") and the Mortgage Loans, reasonably believed by the
Purchaser or any Depositor to be necessary in order to effect such compliance.
The Purchaser (including any of its assignees or designees) shall
cooperate with the Seller by providing timely notice of requests for information
under these provisions and by reasonably limiting such requests to information
required, in the Purchaser's reasonable judgment, to comply with Regulation AB.
"Qualified Correspondent" shall be defined as any Person from which the
Seller purchased Mortgage Loans, provided that the following conditions are
satisfied: (i) such Mortgage Loans were originated pursuant to an agreement
between the Seller and such Person that contemplated that such Person would
underwrite mortgage loans from time to time, for sale to the Seller, in
accordance with underwriting guidelines designated by the Seller ("Designated
Guidelines") or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in
clause (i) above and were acquired by the Seller within 180 days after
origination; (iii) either (x) the Designated Guidelines were, at the time such
Mortgage Loans were originated, used by the Seller in origination of mortgage
loans of the same type as the Mortgage Loans for the Seller's own account or (y)
the Designated Guidelines were, at the time such Mortgage Loans were
underwritten, designated by the Seller on a consistent basis for use by lenders
in originating mortgage loans to be purchased by the Seller; and (iv) the Seller
employed, at the time such Mortgage Loans were acquired by the Seller,
pre-purchase or post-purchase quality assurance procedures (which may involve,
among other things, review of a sample of mortgage loans purchased during a
particular time period or through particular channels) designed to ensure that
Persons from which it purchased mortgage loans properly applied the underwriting
criteria designated by the Seller.
"Regulation AB" shall be defined as Subpart 229.1100 - Asset Backed
Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,631 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.
"Securitization Transaction" shall be defined as any transaction involving
either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of
publicly offered or privately placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated or
unrated securities, the payments on which are determined primarily by reference
to one or more portfolios of residential mortgage loans consisting, in whole or
in part, of some or all of the Mortgage Loans.
Subsection 26.02. Additional Representations and Warranties of the Seller.
(a) The Seller hereby shall be deemed to represent to the Purchaser and to
any Depositor, as of the date on which information is first provided to the
Purchaser or any Depositor under Subsection 26.03 that, except as disclosed in
writing to the Purchaser or such Depositor on or prior to such date: (i) there
are no material legal or governmental proceedings pending (or known to be
contemplated) against the Seller or any Third-Party Originator; and (ii) there
are no affiliations, relationships or transactions relating to the Seller or any
Third-Party Originator with respect to any Securitization Transaction and any
party thereto identified by the related Depositor of a type described in Item
1119 of Regulation AB.
(b) If so requested by the Purchaser or any Depositor on any date
following the date on which information is first provided to the Purchaser or
any Depositor under Subsection 26.03, the Seller shall, within five business
days following such request, confirm in writing that (i) there are no material
legal or governmental proceedings pending (or known to be contemplated) against
the Seller or any Third-Party Originator; and (ii) there are no affiliations,
relationships or transactions relating to the Seller or any Third-Party
Originator with respect to any Securitization Transaction and any party thereto
identified by the related Depositor of a type described in Item 1119 of
Regulation AB or, if any such representation and warranty is not accurate as of
the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
Subsection 26.03. Information to Be Provided by the Seller.
In connection with any Securitization Transaction the Seller shall (i)
within five business days following written request (which written request may
be delivered in electronic form) by the Purchaser or any Depositor, provide to
the Purchaser and such Depositor (or cause each Third-Party Originator to
provide), in writing and in form and substance reasonably satisfactory to the
Purchaser and such Depositor, the information and materials specified in
paragraphs (a) and (b) of this Subsection, and (ii) within two business days
following written request (which written request may be delivered in electronic
form) provide to the Purchaser and any Depositor (in writing and in form and
substance reasonably satisfactory to the Purchaser and such Depositor) the
information specified in paragraph (c) of this Subsection or confirmation that
there is no material litigation or governmental proceedings pending against the
Seller or any Third-Party Originator and no affiliations or relationships that
developed following the closing date of a Securitization Transaction between the
Seller or any Third-Party Originator and any of the parties specified in clause
(D) of paragraph (a) of this Subsection (and any other parties identified in
writing by the requesting party) with respect to such Securitization
Transaction.
(a) If so requested by the Purchaser or any Depositor, the Seller shall
provide such information regarding (i) the Seller, as originator of the Mortgage
Loans (including as an acquirer of Mortgage Loans from a Qualified
Correspondent), or (ii) each Third-Party Originator, as is requested for the
purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of
Regulation AB. Such information shall include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination program and how
long the originator has been engaged in originating residential mortgage
loans, which description shall include a discussion of such originator's
experience in originating mortgage loans of a similar type as the Mortgage
Loans; information regarding the size and composition of the originator's
origination portfolio; and information that may be material, in the good
faith judgment of the Purchaser or any Depositor, to an analysis of the
performance of the Mortgage Loans, including such originator's
credit-granting or underwriting criteria for mortgage loans of similar
type(s) as the Mortgage Loans and such other information as the Purchaser
or any Depositor may reasonably request for the purpose of compliance with
Item 1110(b)(2) of Regulation AB;
(C) a description of any material legal or governmental proceedings
pending (or known to be contemplated) against the Seller and each
Third-Party Originator; and
(D) a description of any affiliation or relationship between the
Seller and each Third-Party Originator and any of the following parties to
a Securitization Transaction, as such parties are identified to the Seller
by the Purchaser or any Depositor in writing in advance of such
Securitization Transaction:
(i) the sponsor;
(ii) the depositor;
(iii) the issuing entity;
(iv) any servicer;
(v) any trustee;
(vi) any originator;
(vii) any significant obligor;
(viii) any enhancement or support provider; and
(ix) any other material transaction party.
(b) If so requested by the Purchaser or any Depositor, the Seller shall
provide (or, as applicable, cause each Third-Party Originator to provide) (i)
static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of
Regulation AB to the extent that it is available to the Seller and, if not
prepared by the Seller or its agents, covered by an appropriate indemnity from
the provider of such information, and (ii) information regarding delinquencies,
cumulative losses and prepayments relating to pools of mortgage loans that were
(x) previously securitized and publicly offered in a securitization transaction
in which the Seller or an affiliate of the Seller (or, if applicable the
Third-Party Originator or affiliate of the Third-Party Originator) was the
sponsor and (y) of a similar type to the Mortgage Loans. Such Static Pool
Information shall be prepared by the Seller (or Third-Party Originator) on the
basis of its reasonable, good faith interpretation of the requirements of Item
1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably
available to the Seller (or Third-Party Originator) Static Pool Information with
respect to more than one mortgage loan type, the Purchaser or any Depositor
shall be entitled to specify whether some or all of such information shall be
provided pursuant to this paragraph. The content of such Static Pool Information
may be in the form customarily provided by the Seller, and need not be
customized for the Purchaser or any Depositor. Such Static Pool Information for
each vintage origination year or prior securitized pool, as applicable, shall be
presented in increments no less frequently than quarterly over the life of the
mortgage loans included in the vintage origination year or prior securitized
pool. The most recent periodic increment must be as of a date no later than one
hundred thirty five (135) days prior to the date of the prospectus or other
offering document in which the Static Pool Information is to be included or
incorporated by reference as specified in writing (which may be delivered in
electronic form) to the Seller by the Purchaser or any Depositor. The Static
Pool Information shall be provided in an electronic format that provides a
permanent record of the information provided, such as a portable document format
(pdf) file, or other such electronic format reasonably required by the Purchaser
or the Depositor, as applicable.
Promptly following notice or discovery of a material error in Static Pool
Information provided pursuant to the immediately preceding paragraph (including
an omission to include therein information required to be provided pursuant to
such paragraph), the Seller shall provide corrected Static Pool Information to
the Purchaser or any Depositor, as applicable, in the same format in which
Static Pool Information was previously provided to such party by the Seller.
If so requested by the Purchaser or any Depositor, the Seller shall
provide (or, as applicable, cause each Third-Party Originator to provide), at
the expense of the requesting party (to the extent of any additional incremental
expense associated with delivery pursuant to this Agreement), such agreed-upon
procedures letters of certified public accountants reasonably acceptable to the
Purchaser or Depositor, as applicable, pertaining to Static Pool Information
relating to prior securitized pools for securitizations closed on or after
January 1, 2006 or, in the case of Static Pool Information with respect to the
Seller's or Third-Party Originator's originations or purchases, to calendar
months commencing January 1, 2006, as the Purchaser or such Depositor shall
reasonably request. Such statements and letters shall be addressed to and be for
the benefit of such parties as the Purchaser or such Depositor shall designate,
which may include, by way of example, any sponsor, any Depositor and any broker
dealer acting as underwriter, placement agent or initial purchaser with respect
to a Securitization Transaction. Any such statement or letter may take the form
of a standard, generally applicable document accompanied by a reliance letter
authorizing reliance by the addressees designated by the Purchaser or such
Depositor.
(c) The Seller shall (or shall cause each Third-Party Originator to), upon
written request (which written request may be delivered in electronic form) of
the Purchaser or any Depositor as specified in the first paragraph of this
Subsection, (i) provide a description in writing to the Purchaser and any
Depositor of (A) any material litigation or governmental proceedings pending
against the Seller or any Third-Party Originator and (B) any affiliations or
relationships that develop following the closing date of a Securitization
Transaction between the Seller or any Third-Party Originator and any of the
parties specified in clause (D) of paragraph (a) of this Subsection (and any
other parties identified in writing by the requesting party) with respect to
such Securitization Transaction.
(d) Seller shall also deliver to Purchaser and any Person designated by
Purchaser a corporate opinion of in-house counsel, reasonably satisfactory to
the Purchaser or its designee.
Subsection 26.04. Indemnification; Remedies.
The Seller shall indemnify the Purchaser, each affiliate of the Purchaser,
and each of the following parties participating in a Securitization Transaction:
each sponsor and issuing entity; each Person responsible for the preparation,
execution or filing of any report required to be filed with the Commission with
respect to such Securitization Transaction, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
to such Securitization Transaction; each broker dealer acting as underwriter,
placement agent or initial purchaser, each Person who controls any of such
parties or the Depositor (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees and agents of each of the foregoing and of the
Depositor, and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any information, report,
certification, accountants' letter or other material provided
in written or electronic form under this Section 26 by or on
behalf of the Seller, or provided under this Section 26 by or
on behalf of any Third-Party Originator (collectively, the
"Seller Information"), or (B) the omission or alleged omission
to state in the Seller Information a material fact required to
be stated in the Seller Information or necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by way
of clarification, that clause (B) of this paragraph shall be
construed solely by reference to the Seller Information and
not to any other information communicated in connection with a
sale or purchase of securities, without regard to whether the
Seller Information or any portion thereof is presented
together with or separately from such other information;
(ii) any failure by the Seller or any Third-Party Originator to
deliver any information, report, certification, accountants'
letter or other material when and as required under this
Section 26; or
(iii) any breach by the Seller of a representation or warranty set
forth in Subsection 26.02(a) or in a writing furnished
pursuant to Subsection 26.02(b) and made as of a date prior to
the closing date of the related Securitization Transaction, to
the extent that such breach is not cured by such closing date,
or any breach by the Seller of a representation or warranty in
a writing furnished pursuant to Subsection 26.02(b) to the
extent made as of a date subsequent to such closing date.
In the case of any failure of performance described in clause (ii) of this
Subsection, the Seller shall promptly reimburse the Purchaser, any Depositor, as
applicable, and each Person responsible for the preparation, execution or filing
of any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants' letter
or other material not delivered as required by the Seller or any Third-Party
Originator.
IN WITNESS WHEREOF, Seller and Purchaser have caused their names to be
signed hereto by their respective authorized officers as of the date first above
written.
WMC MORTGAGE CORP.
By:
-------------------------------------
Name:
Title:
BANK OF AMERICA, NATIONAL ASSOCIATION
By:
-------------------------------------
Name:
Title:
Solely for purposes of Section 5(f) hereof:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
-------------------------------------
Name:
Title:
EXHIBIT A-1
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each
of the following items:
1. The original Mortgage Note, bearing all intervening endorsements,
endorsed, "Pay to the order of __________, without recourse" and signed in
the name of Seller by an authorized officer or by facsimile signature,
including any riders thereto. In the event that the Mortgage Loan was
acquired by Seller in a merger, the signature must be in the following
form: "[Seller], successor by merger to [name of predecessor]"; and in the
event that the Mortgage Loan was acquired or originated by Seller while
doing business under another name, the signature must be in the following
form: "[Seller], formerly known as [previous name]" or in lieu thereof, a
lost note affidavit with indemnification with a copy of the lost Mortgage
Note attached thereto, in a form acceptable to Purchaser.
If Seller chooses to use facsimile signatures to endorse Mortgage Notes,
Seller must provide in an officer's certificate that the endorsement is
valid and enforceable in the jurisdiction(s) in which the Mortgaged
Properties are located and must retain in its corporate records the
following specific documentation authorizing the use of facsimile
signatures: (i) a resolution from its board of directors authorizing
specific officers to use facsimile signatures; stating that facsimile
signatures will be a valid and binding act on Seller's part; and
authorizing Seller's corporate secretary to certify the validity of the
resolution, the names of the officers authorized to execute documents by
using facsimile signatures, and the authenticity of specimen forms of
facsimile signatures; (ii) the corporate secretary's certification of the
authenticity and validity of the board of directors' resolution; and (iii)
a notarized "certification of facsimile signature," which includes both
the facsimile and the original signatures of the signing officer(s) and
each officer's certification that the facsimile is a true and correct copy
of his or her original signature.
2. Except as provided herein and for each Mortgage Loan that is not a MERS
Loan, either: (i) the original recorded Mortgage, including all riders
thereto, with recording information thereon, together with a certified
true copy of the original power-of-attorney showing the recording
information thereon if the Mortgage was executed by an attorney-in-fact;
(ii) a certified true copy of the Mortgage, including all riders thereto,
and of the power-of-attorney (if applicable) the originals of which have
been transmitted for recording, until such time as the originals are
returned by the public recording office, and in the case of each MERS
Loan, the original Mortgage, noting the presence of the Mortgage
Identification Number for any MERS Loan (the "MIN") and either language
indicating that the Mortgage Loan is a Mortgage Loan as to which MERS is
acting as mortgagee, solely as nominee for the originator of such Loan and
its successors and assigns (a "MOM Loan") or if the Mortgage Loan was not
a MOM Loan at origination, the original Mortgage and the assignment
thereof to MERS, with evidence of recording thereon, or (iii) a copy of
the Mortgage, including all riders thereto, certified by the public
recording office in those instances where the public recording office
retains the original or the original is lost, together with a duplicate
original mortgagee's certificate of title.
3. In the case of each Mortgage Loan that is not a MERS Loan, the original
individual assignment of Mortgage for each Mortgage Loan, in blank, in
form and substance acceptable for recording but not recorded; provided,
however, that certain recording information will not be available if, as
of the Closing Date, Seller has not received the related recorded Mortgage
from the recorder's office. In the event that the Mortgage Loan was
acquired by Seller in a merger, the assignment must be by "[Seller],
successor by merger, to [name of predecessor]"; and in the event the
Mortgage Loan was acquired or originated by Seller while doing business
under another name, the assignment must be by "[Seller], formerly known as
[previous name]."
4. Original or copy of the policy of title insurance (or, if such policy has
not yet been issued by the insurer, the preliminary title report).
5. Originals of all intervening assignments, if any, with evidence of
recording thereon, or certified true copies with evidence that the
originals have been transmitted for recording until such time as the
originals are returned by the public recording office, or a copy of each
such assignment certified by the public recording office if such office
retains the original, or if such original is lost.
6. Originals or certified copies of all assumption, modification,
consolidation or extension agreements, if any.
7. Any security agreement, chattel mortgage or equivalent executed in
connection with the Mortgage.
EXHIBIT A-2
CONTENTS OF SERVICING FILE
With respect to each Mortgage Loan, the Servicing File shall include each
of the following items:
8. A copy of each item in the Mortgage File.
9. All necessary prepayment penalty documentation required to determine the
amount of the prepayment penalty to be collected.
10. The original hazard insurance policy and, if required by law, flood
insurance policy.
11. All required disclosure statements.
12. Amortization schedule.
13. Residential loan application.
14. Mortgage Loan closing statement.
15. Verification of employment and income, except for Mortgage Loans
originated under a Limited Documentation Program.
16. Verification of acceptable evidence of source and amount of downpayment,
except for Mortgage Loans originated under a Limited Documentation
Program.
17. Credit report on the mortgagor.
18. Residential appraisal report.
19. Photograph of the Mortgaged Property.
20. Survey of the Mortgaged Property (if any).
21. 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.
22. If available, termite report, structural engineer's report, water
potability and septic certification.
23. Sales contract, if applicable.
24. The original or copy of the policy of primary mortgage guaranty insurance
or, where such insurance is provided by a master policy, a copy of such
master policy together with the original certificate of insurance or a
facsimile copy thereof, if any.
25. 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.
EXHIBIT B
FORM OF PURCHASE PRICE AND TERMS LETTER
EXHIBIT C
FORM OF SECURITY RELEASE CERTIFICATION
I. Release of Security Interest
_______________________________ ("Lender"), hereby relinquishes any and
all right, title and interest it may have in and to the Mortgage Loans described
in Schedule One attached hereto upon purchase thereof by Bank of America,
National Association from the Seller named below pursuant to that certain
Mortgage Loan Purchase Agreement, dated as of June 1, 2007, as of the date and
time of receipt by Lender of $______________ for such Mortgage Loans (the "Date
and Time of Sale"), and certifies that all notes, deeds, mortgages, assignments
and other documents in its possession relating to such Mortgage Loans have been
delivered and released to the Seller named below or its designees as of the Date
and Time of Sale.
Name and Address of Lender
(Name)
(Address)
By:
Wire Instructions:
Bank Name: ______________________________
ABA #: _________________________________
Account #: _____________________________
Account Name: __________________________
Contact Name: __________________________
Phone Number: (___) ___-___
II. Certification of Release
The Seller named below hereby certifies to Bank of America, National
Association that, as of the Date and Time of Sale of the above mentioned
Mortgage Loans to Bank of America, National Association, the security interests
in the Mortgage Loans released by the above named [corporation] comprise all
security interests relating to or affecting any and all such Mortgage Loans. The
Seller warrants that, as of such time, there are and will be no other security
interests affecting any or all of such Mortgage Loans.
WMC MORTGAGE CORP.
Seller
By: ________________________________
Name: ________________________________
Title: ________________________________
EXHIBIT D
FORM OF ▇▇▇▇ OF SALE
_________________________ hereby absolutely sells, transfers, assigns,
sets-over and conveys to Bank of America, National Association, a national
banking association, without recourse:
(a) All right, title and interest in and to each of the assets
identified in the Schedule attached hereto as Schedule One
including the servicing rights appurtenant thereto; and
(b) All principal, interest or other proceeds of any kind received
after the close of business on _______ __, 200__ with respect
to such assets, including but not limited to insurance
proceeds, condemnation awards and other proceeds derived from
the conversion, voluntary or involuntary, of any of such
assets into cash or other liquidated property.
The ownership of each Mortgage Note, Mortgage, and the contents of the
Mortgage File is vested in Purchaser and the ownership of all records and
documents with respect to the related Mortgage Loan prepared by or which come
into the possession of Seller shall immediately vest in Purchaser and shall be
retained and maintained, in trust, by Seller at the will of Purchaser in such
custodial capacity only. The sale of each Mortgage Loan shall be reflected as a
sale on Seller's business records, tax returns and financial statements.
This ▇▇▇▇ of Sale is made pursuant to, and is subject to the terms and
conditions of, that certain Mortgage Loan Purchase Agreement dated as of June 1,
2007 between WMC Mortgage Corp., as Seller, and Bank of America, National
Association, as Purchaser (the "Agreement"). Seller confirms to Purchaser that
the representations and warranties set forth in Section 5 of the Agreement are
true and correct as of the date hereof.
Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Agreement.
DATED: ______________________
WMC MORTGAGE CORP.
By:
-------------------------------------
Name:
Title:
EXHIBIT E
FORM OF SELLER'S OFFICER'S CERTIFICATE
I, ________________________, hereby certify that I am the duly elected
______________ of WMC Mortgage Corp., a California corporation (the "Seller"),
and further certify, on behalf of the Seller as follows:
1. Attached hereto as Attachment I is a true and correct copy of the
Certificate of Incorporation and by-laws of the Seller as are in full
force and effect on the date hereof.
2. Each person who, as an officer or attorney-in-fact of the Seller, signed
(a) the Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated
as of June 1, 2007, between the Seller and Bank of America, National
Association (the "Purchaser"); (b) the Purchase Price and Terms Letter,
dated June 12, 2007, between the Seller and the Purchaser (the "PPTL");
(c) the Memorandum of Sale, dated June 29, 2007, between the Seller and
the Purchaser and (d) any other document delivered prior hereto or on the
date hereof in connection with the sale of the Mortgage Loans in
accordance with the Purchase Agreement and the PPTL was, at the respective
times of such signing and delivery, and is as of the date hereof, duly
elected or appointed, qualified and acting as such officer or
attorney-in-fact, and the signatures of such persons appearing on such
documents are their genuine signatures.
3. Attached hereto as Attachment II is a true and correct copy of the
resolutions duly adopted by the board of directors of the Seller on
________________, 2007 or the standing resolutions of the Seller (the
"Resolutions") with respect to the authorization and approval of the sale
of the Mortgage Loans or the sale of mortgage loans generally; said
Resolutions have not been amended, modified, annulled or revoked and are
in full force and effect on the date hereof.
4. Attached hereto as Attachment III is a Certificate of Good Standing of the
Seller dated June [__], 2007. No event has occurred since June [__], 2007
which has affected the good standing of the Seller under the laws of the
State of California.
All capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Seller.
Dated:________________________
[Seal]
WMC MORTGAGE CORP.
(Seller)
By:
-------------------------------------
Name:
Title: [Vice President]
I, _________________________________, Secretary of the Seller, hereby
certify that _________________________ is the duly elected, qualified and acting
Vice President of the Seller and that the signature appearing above is genuine.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated:
[Seal]
WMC MORTGAGE CORP.
(Seller)
By:
-------------------------------------
Name:
Title: [Assistant] Secretary
EXHIBIT F
FORM OF MEMORANDUM OF SALE
[Intentionally Omitted]
SCHEDULE ONE
MORTGAGE LOAN SCHEDULE ONE
1. Loan #
2. MERS #, if applicable
3. Originator Name
4. Borrower Name Property Address (including Zip Code)
5. UPB as of Cut-Off Date
6. Mortgage Note Date
7. Paid to Date
8. Lien Priority
9. PMI Coverage and name of Insurer
10. Origination Appraisal Value
11. Seller's BPO Value, if any
12. LTV at Origination
13. [Reserved]
14. Original Note Rate
15. Current Note Rate
16. Original P&I
17. Current P&I
18. 12 month Cash Collection
19. Original Maturity Date
20. Type of Plan (Bankruptcy, Foreclosure, etc.)
21. Modification Date
22. Foreclosure Flag
23. Bankruptcy Flag
24. Bankruptcy Plan Maturity Date
25. Fixed or Adjustable Interest Rate
26. Index
27. Next Adjustment Date
28. Margin
29. Original Term
30. Amortization Term
31. Current Term (if Modified)
32. Initial, Periodic or Lifetime Caps or Floors
33. Property Type
34. Arrearage
35. Accrued Interest
36. Escrow Advances
37. Claimable Corporate Advances
38. Prepayment Penalty Percentage or Type
39. Prepayment Penalty Term
40. Section 32 Disclosure
41. Purpose (Purchase Finance, Rate (Term Refinancing, Cash-Out Refinancing,
etc.)
42. Documentation Style (Full, Alternative, Reduced, etc.)
43. Owner Occupied, Investment, etc.
44. Ground Leases (Y/N)
45. Balloon Loans (Y/N)
46. Payment Type
Interest only period, if applicable
SCHEDULE TWO
MORTGAGE LOAN SCHEDULE TWO
1. Loan #
2. MERS #, if applicable
3. Originator Name
4. Borrower Name Property Address (including Zip Code)
5. UPB as of Cut-Off Date
6. Mortgage Note Date
7. Paid to Date
8. Lien Priority
9. PMI Coverage and name of Insurer
10. Origination Appraisal Value
11. Seller's BPO Value, if any
12. LTV at Origination
13. [Reserved]
14. Original Note Rate
15. Current Note Rate
16. Original P&I
17. Current P&I
18. 12 month Cash Collection
19. Original Maturity Date
20. Type of Plan (Bankruptcy, Foreclosure, etc.)
21. Modification Date
22. Foreclosure Flag
23. Bankruptcy Flag
24. Bankruptcy Plan Maturity Date
25. Fixed or Adjustable Interest Rate
26. Index
27. Next Adjustment Date
28. Margin
29. Original Term
30. Amortization Term
31. Current Term (if Modified)
32. Initial, Periodic or Lifetime Caps or Floors
33. Property Type
34. Arrearage
35. Accrued Interest
36. Escrow Advances
37. Claimable Corporate Advances
38. Prepayment Penalty Percentage or Type
39. Prepayment Penalty Term
40. Section 32 Disclosure
41. Purpose (Purchase Finance, Rate (Term Refinancing, Cash-Out Refinancing,
etc.)
42. Documentation Style (Full, Alternative, Reduced, etc.)
43. Owner Occupied, Investment, etc.
44. Ground Leases (Y/N)
45. Balloon Loans (Y/N)
46. Payment Type
Interest only period, if applicable
SCHEDULE THREE
MORTGAGE LOAN SCHEDULE THREE
1. Loan #
2. MERS #, if applicable
3. Originator Name
4. Borrower Name Property Address (including Zip Code)
5. UPB as of Cut-Off Date
6. Mortgage Note Date
7. Paid to Date
8. Lien Priority
9. PMI Coverage and name of Insurer
10. Origination Appraisal Value
11. Seller's BPO Value, if any
12. LTV at Origination
13. [Reserved]
14. Original Note Rate
15. Current Note Rate
16. Original P&I
17. Current P&I
18. 12 month Cash Collection
19. Original Maturity Date
20. Type of Plan (Bankruptcy, Foreclosure, etc.)
21. Modification Date
22. Foreclosure Flag
23. Bankruptcy Flag
24. Bankruptcy Plan Maturity Date
25. Fixed or Adjustable Interest Rate
26. Index
27. Next Adjustment Date
28. Margin
29. Original Term
30. Amortization Term
31. Current Term (if Modified)
32. Initial, Periodic or Lifetime Caps or Floors
33. Property Type
34. Arrearage
35. Accrued Interest
36. Escrow Advances
37. Claimable Corporate Advances
38. Prepayment Penalty Percentage or Type
39. Prepayment Penalty Term
40. Section 32 Disclosure
41. Purpose (Purchase Finance, Rate (Term Refinancing, Cash-Out Refinancing,
etc.)
42. Documentation Style (Full, Alternative, Reduced, etc.)
43. Owner Occupied, Investment, etc.
44. Ground Leases (Y/N)
45. Balloon Loans (Y/N)
46. Payment Type
Interest only period, if applicable