WELLS FARGO SERVICING AGREEMENT
▇▇▇▇▇
FARGO SERVICING AGREEMENT
EXHIBIT
99.1
CITIGROUP
GLOBAL MARKETS REALTY CORP.
Purchaser
and
▇▇▇▇▇
FARGO BANK, N.A.
Seller
______________________________________
Dated
as of November 1, 2005
______________________________________
Fixed
and Adjustable Rate
First
and Second Lien Mortgage Loans
Execution
Copy
11/22/2005
EXHIBITS
|
Exhibit
A
|
Form
of Assignment and Conveyance Agreement
|
|
|
Exhibit
B
|
Contents
of Data File
|
|
|
Exhibit
C
|
Form
of Opinion of Counsel
|
This
is a
Master Mortgage Loan Purchase Agreement (the "Agreement"), dated as of November
1, 2005, by and between Citigroup Global Markets Realty Corp., having an
office
at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Purchaser") and ▇▇▇▇▇ Fargo Bank, N.A., having
an
▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the
"Seller").
W I T N E S S E T H
WHEREAS,
the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase
from the Seller, from time to time (each a “Transaction”) on a servicing
retained basis, certain first and second lien fixed and adjustable rate
residential mortgage loans (the "Mortgage Loans") which shall be delivered
as
whole loans (each a “Loan Package”) on various dates (each a “Closing Date”) as
provided for in certain Assignment and Conveyance Agreements (as defined
below)
by and between the Purchaser and Seller as executed in conjunction with each
Transaction; and
WHEREAS,
the parties intend hereby to set forth the terms and conditions upon which
the
proposed Transactions will be effected.
NOW
THEREFORE, in consideration of the promises and the mutual agreements set
forth
herein, the parties hereto agree as follows:
SECTION
1. Definitions.
All
capitalized terms not otherwise defined herein have the respective meanings
set
forth in the Flow Servicing Agreement between the parties hereto, dated as
of
November 1, 2005 (the "Servicing Agreement"). The following terms are defined
as
follows (except as otherwise agreed by the parties):
ALTA:
The
American Land Title Association or any successor thereto.
Appraised
Value:
With
respect to any Mortgage Loan, the lesser of (i) the value set forth on the
appraisal made in connection with the origination of the related Mortgage
Loan
as the value of the related Mortgaged Property, or (ii) the purchase price
paid
for the Mortgaged Property, provided, however, that in the case of a refinanced
Mortgage Loan, such value shall be based solely on the appraisal made in
connection with the origination of such Mortgage Loan.
Assignment
and Conveyance Agreement:
The
agreement substantially in the form of Exhibit
A
attached
hereto.
Covered
Loan:
A
Mortgage Loan categorized as “Covered” pursuant to the Standard & Poor’s
Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from
time to time and in effect on each related Closing Date (excluding New Jersey
“Covered Home Loans” as that term is defined in clause (1) of the definition of
that term in the New Jersey Home Ownership Security Act of 2002).
Data
File:
The
electronic data file prepared by the Seller and delivered to the Purchaser
including the data fields set forth on Exhibit
B
with
respect to each Mortgage Loan.
Deleted
Mortgage Loan:
A
Mortgage Loan which is repurchased by the Seller in accordance with the terms
of
this Agreement and which is, in the case of a substitution pursuant to Section
4(b), replaced or to be replaced with a Qualified Substitute Mortgage
Loan.
Gross
Margin:
With
respect to each adjustable rate Mortgage Loan, the fixed percentage amount
set
forth in the related Mortgage Note which is added to the Index in order to
determine the related Mortgage Interest Rate, as set forth in the related
Mortgage Loan Schedule.
High
Cost Loan:
A
Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and
Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,”
(excluding New Jersey “Covered Home Loans” as that term is defined in clause (1)
of the definition of that term in the New Jersey Home Ownership Security
Act of
2002), “high risk home,” “predatory” or similar loan under any other applicable
state, federal or local law or (c) a Mortgage Loan categorized as “High Cost”
pursuant to the Standard & Poor’s Glossary for File Format for LEVELS®
Version 5.6, Appendix E, as revised from time to time and in effect on each
related Closing Date.
Index:
With
respect to any adjustable rate Mortgage Loan, the index identified on the
related Mortgage Loan Schedule and set forth in the related Mortgage Note
for
the purpose of calculating the interest thereon.
Mortgage
Loan Schedule:
With
respect to each Transaction, a schedule of Mortgage Loans setting forth the
following information with respect to each Mortgage Loan: (1) the Seller’s
Mortgage Loan number; (2) the city state and zip code of the Mortgaged Property;
(3) a code indicating whether the Mortgaged Property is a single family
residence, two-family residence, three-family residence, four-family residence,
planned unit development or condominium; (4) the current Mortgage Interest
Rate;
(5) the current net Mortgage Interest Rate; (6) the current Monthly Payment;
(7)
the Gross Margin; (8) the original term to maturity; (9) the scheduled maturity
date; (10) the principal balance of the Mortgage Loan as of the Cut-off Date
after deduction of payments of principal due on or before the Cut-off Date
whether or not collected; (11) the Loan-to-Value Ratio; (12) the next Adjustment
Date; (13) the lifetime Mortgage Interest Rate cap; (14) a code indicating
whether the Mortgage Loan is a Cooperative Loan; (15) a code indicating the
mortgage guaranty insurance company; (16) a code indicating whether the Mortgage
Loan is an Interest Only Mortgage Loan; (17) a code indicating whether the
Mortgage Loan is a Buydown Mortgage Loan; (18) the Servicing Fee Rate; (19)
a
code indicating whether the loan is subject to LPMI; and (20) a code indicating
a Time$aver® Mortgage Loan.
Qualified
Substitute Mortgage Loan:
A
mortgage loan eligible to be substituted by the Seller for a Deleted Mortgage
Loan which must, on the date of such substitution, (i) have an outstanding
principal balance, after deduction of all scheduled payments due in the month
of
substitution (or in the case of a substitution of more than one mortgage
loan
for a Deleted Mortgage Loan, an aggregate principal balance), not in excess
of
the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage
Loan Remittance Rate not less than, and not more than two percent (2%) greater,
than the Mortgage Loan Remittance Rate of the Deleted Mortgage Loan; (iii)
have
a remaining term to maturity not greater than and not more than one year
less
than that of the Deleted Mortgage Loan; (iv) be of the same type of Mortgage
Loan as the Deleted Mortgage Loan and (v) comply with each representation
and
warranty set forth in Section 6(b).
Underwriting
FICO Score:
The
FICO score of a Mortgagor, used
in
the loan approval
process
with respect to each Mortgage Loan, as set forth on the related Data File.
Underwriting
Guidelines:
The
underwriting guidelines of the Seller.
SECTION
2. Agreement
to Purchase.
The
Seller agrees to sell, and the Purchaser agrees to purchase from time to
time,
Mortgage Loans in Loan Packages having aggregate principal balances on the
related Cut-off Date in an amount as set forth in the respective Commitment
Letter, or in such other amounts as agreed by the Purchaser and the Seller
as
evidenced by the actual aggregate principal balance of the Mortgage Loans
in the
related Loan Package accepted by the Purchaser on the related Closing Date.
The
Mortgage Loans will be delivered pursuant to this Agreement and the Servicing
Agreement.
SECTION
3. Mortgage
Loan Schedule.
The
Seller will provide the Purchaser with certain information constituting a
listing of the Mortgage Loans to be purchased under this Agreement for each
Transaction (the "Mortgage Loan Schedule"). Each Mortgage Loan Schedule shall
conform to the definition of "Mortgage Loan Schedule" as set forth in this
Agreement.
SECTION
4.
(a) Purchase
Price.
The
purchase price for each Loan Package (the "Purchase Price") shall be the
percentage of par as stated in the related Commitment Letter, multiplied
by the
aggregate scheduled principal balance, as of the related Cut-off Date, of
the
Mortgage Loans in the related Loan Package, after application of scheduled
payments of principal for such related Loan Package due on or before such
Cut-off Date whether or not collected. The Purchase Price for a Loan Package
may
be adjusted as stated in the related Commitment Letter.
In
addition to the Purchase Price, the Purchaser shall pay to the Seller, at
closing, accrued interest on the aggregate scheduled principal amount of
the
related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate
for
each Loan Package from the related Cut-off Date through the day prior to
the
related Closing Date, inclusive.
With
respect to each Loan Package, the Purchaser shall be entitled to (1) all
scheduled principal due after the Cut-off Date, (2) all other recoveries
of
principal collected after the related Cut-off Date (provided, however, that
all
scheduled payments of principal due on or before the related Cut-off Date
and
collected by the Seller after the related Cut-off Date shall belong to the
Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage
Loan Remittance Rate (minus that portion of any such payment which is allocable
to the period prior to the related Cut-off Date). The principal balance of
each
Mortgage Loan as of the related Cut-off Date is determined after application
of
payments of principal due on or before the related Cut-off Date whether or
not
collected. Therefore, payments of scheduled principal and interest prepaid
for a
Due Date beyond the related Cut-off Date shall not be applied to the principal
balance as of the related Cut-off Date. Such prepaid amounts (minus interest
at
the Servicing Fee Rate) shall be the property of the Purchaser. The Seller
shall
deposit any such prepaid amounts into the Custodial Account, which account
is
established for the benefit of the Purchaser for subsequent remittance by
the
Seller to the Purchaser.
(b) Repurchase
Price.
It
is
understood and agreed that the representations and warranties set forth in
Section 6 of this Agreement and Section 3.01 of the Servicing Agreement shall
survive the sale of the Mortgage Loans to the Purchaser and the delivery
of the
respective Mortgage Loan Documents to the Custodian and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment of Mortgage or the examination
or
failure to examine any Mortgage File. Upon discovery by either the Seller
or the
Purchaser of a breach of any of the foregoing representations and warranties
which materially and adversely affects the value of the Mortgage Loans or
the
interest of the Purchaser (or which materially and adversely affects the
interests of Purchaser in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan), the
party
discovering such breach shall give prompt written notice to the
other.
Within
ninety (90) days after the earlier of either discovery by or notice to the
Seller of any breach of a representation or warranty which materially and
adversely affects the value of the Mortgage Loans, the Seller shall use its
best
efforts promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Seller shall, at the Purchaser's option, repurchase
such Mortgage Loan at the Repurchase Price. In the event that a breach shall
involve any representation or warranty set forth in Section 3.01 of the
Servicing Agreement, and such breach cannot be cured within ninety (90) days
after the earlier of either discovery by or notice to the Seller of such
breach,
all of the Mortgage Loans shall, at the Purchaser's option, be repurchased
by
the Seller at the Repurchase Price. However, if the breach shall involve
a
representation or warranty set forth in Section 6 hereof and the Seller
discovers or receives notice of any such breach within 120 days of the related
Closing Date, the Seller shall, if the breach cannot be cured, at the
Purchaser's option and provided that the Seller has a Qualified Substitute
Mortgage Loan, rather than repurchase the Mortgage Loan as provided above,
remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its
place a Qualified Substitute Mortgage Loan or Loans, provided that any such
substitution shall be effected not later than 120 days after the related
Closing
Date. If the Seller has no Qualified Substitute Mortgage Loan, it shall
repurchase the deficient Mortgage Loan within ninety (90) days of the written
notice of the breach or the failure to cure, whichever is later. Any repurchase
of a Mortgage Loan or Loans pursuant to the foregoing provisions of this
Section
4(b) shall be accomplished by deposit in the Custodial Account of the amount
of
the Repurchase Price for distribution to Purchaser on the next scheduled
Remittance Date, after deducting therefrom any amount received in respect
of
such repurchased Mortgage Loan or Loans and being held in the Custodial Account
for future distribution.
At
the
time of repurchase or substitution, the Purchaser and the Seller shall arrange
for the reassignment of the Deleted Mortgage Loan to the Seller and the delivery
to the Seller of any documents held by the Custodian relating to the Deleted
Mortgage Loan. If
the
Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Seller
shall cause MERS to designate on the MERS® System to remove the Purchaser as the
beneficial holder with respect to such Mortgage Loan. In
the
event of a repurchase or substitution, the Seller shall, simultaneously with
such reassignment, give written notice to the Purchaser that such repurchase
or
substitution has taken place, amend the related Mortgage Loan Schedule to
reflect the withdrawal of the Deleted Mortgage Loan from this Agreement,
and, in
the case of substitution, identify a Qualified Substitute Mortgage Loan and
amend the related Mortgage Loan Schedule to reflect the addition of such
Qualified Substitute Mortgage Loan to this Agreement. In connection with
any
such substitution, the Seller shall be deemed to have made as to such Qualified
Substitute Mortgage Loan the representations and warranties set forth in
this
Agreement except that all such representations and warranties set forth in
this
Agreement shall be deemed made as of the date of such substitution. The Seller
shall effect such substitution by delivering to the Custodian for such Qualified
Substitute Mortgage Loan the documents required by Section 5(d) of this
Agreement and Section 2.03 of the Servicing Agreement, with the Mortgage
Note
endorsed as required by such Section 2.03. No substitution will be made in
any
calendar month after the Determination Date for such month. The Seller shall
deposit in the Custodial Account the Monthly Payment less the Servicing Fee
due
on such Qualified Substitute Mortgage Loan or Loans in the month following
the
date of such substitution. Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution shall be retained
by the
Seller. With respect to any Deleted Mortgage Loan, distributions to Purchaser
shall include the Monthly Payment due on any Deleted Mortgage Loan in the
month
of substitution, and the Seller shall thereafter be entitled to retain all
amounts subsequently received by the Seller in respect of such Deleted Mortgage
Loan.
For
any
month in which the Seller substitutes a Qualified Substitute Mortgage Loan
for a
Deleted Mortgage Loan, the Seller shall determine the amount (if any) by
which
the aggregate principal balance of all Qualified Substitute Mortgage Loans
as of
the date of substitution is less than the aggregate Stated Principal Balance
of
all Deleted Mortgage Loans (after application of scheduled principal payments
due in the month of substitution). The amount of such shortfall shall be
distributed by the Seller in the month of substitution pursuant to Section
5.01
of the Servicing Agreement. Accordingly, on the date of such substitution,
the
Seller shall deposit from its own funds into the Custodial Account an amount
equal to the amount of such shortfall.
In
addition to such repurchase or substitution obligation, the Seller shall
indemnify the Purchaser and hold it harmless against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and other costs and expenses resulting from any claim,
demand,
defense or assertion based on or grounded upon, or resulting from, a breach
of
the representations and warranties contained in this Agreement. It is understood
and agreed that the obligations of the Seller set forth in this Section 4(b)
to
cure, substitute for or repurchase a defective Mortgage Loan and to indemnify
the Purchaser as provided in this Section 4(b) constitute the sole remedies
of
the Purchaser respecting a breach of the foregoing representations and
warranties.
Any
cause
of action against the Seller relating to or arising out of the breach of
any
representations and warranties made in Section 6 hereof and Section 3.01
of the
Servicing Agreement shall accrue as to any Mortgage Loan upon (i) discovery
of
such breach by the Purchaser or notice thereof by the Seller to the Purchaser,
(ii) failures by the Seller to cure such breach or repurchase such Mortgage
Loan
as specified above, and (iii) demand upon the Seller by the Purchaser for
compliance with this Agreement.
SECTION
5.
(a) Examination
of Mortgage Files.
Prior to
the related Closing Date, the Seller shall (a) deliver to the Purchaser in
escrow, for examination, the Mortgage File for each Mortgage Loan, including
a
copy of the Assignment of Mortgage, pertaining to each Mortgage Loan, or
(b)
make the Mortgage Files available to the Purchaser for examination at the
Seller's offices or such other location as shall otherwise be agreed upon
by the
Purchaser and the Seller. Such examination may be made by the Purchaser at
any
time before or after the Closing Date or by any prospective purchaser of
the
Mortgage Loans from the Purchaser, at any time after the Closing Date upon
prior
reasonable notice to the Seller. The fact that the Purchaser or any prospective
purchaser of the Mortgage Loans has conducted or has failed to conduct any
partial or complete examination of the Mortgage Files shall not affect the
Purchaser's (or any of its successor's) rights to demand repurchase,
substitution or other relief or remedy as provided under the Servicing
Agreement.
(b) Conveyance
of Mortgage Loans. Pursuant
to each Assignment and Conveyance Agreement, on the related Closing Date,
the
Seller, simultaneously with the payment of the Purchase Price by the Purchaser,
shall thereby sell, transfer, assign, set over and convey to the Purchaser,
without recourse, but subject to the terms of this Agreement and the related
Assignment and Conveyance Agreement, all the right, title and interest of
the
Seller in and to the Mortgage Loans listed on the respective Mortgage Loan
Schedule annexed to such Assignment and Conveyance Agreement, together with
the
Mortgage File and all rights and obligations arising under the documents
contained therein. The Company shall deliver the related Mortgage Loan Schedule
and the related Data File to the Purchaser at least two (2) Business Days
before
the Closing Date. Pursuant to Section 5(d) of this Agreement and Section
2.03 of
the Servicing Agreement, the Company shall deliver the Mortgage File for
each
Mortgage Loan comprising the related Loan Package to the Custodian.
(c) Books
and Records.
The sale
of each Mortgage Loan shall be reflected on the Seller’s balance sheet and other
financial statements as a sale of assets by the Seller. The Seller shall
be
responsible for maintaining, and shall maintain, a complete set of books
and
records for each Mortgage Loan which shall be marked clearly to reflect the
ownership of each Mortgage Loan by the Purchaser. In particular, the Seller
shall maintain in its possession, available for inspection by the Purchaser,
or
its designee, and shall deliver to the Purchaser upon demand, evidence of
compliance with all federal, state and local laws, rules and regulations,
and
requirements of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, including but not limited to
documentation as to the method used in determining the applicability of the
provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage and eligibility
of any condominium project for approval by ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac and
records
of periodic inspections required by Section 4.13 of the Servicing Agreement.
To
the extent that original documents are not required for purposes of realization
of Liquidation Proceeds or Insurance Proceeds, documents maintained by the
Seller may be in the form of microfilm or microfiche or such other reliable
means of recreating original documents, including but not limited to, optical
imagery techniques so long as the Seller complies with the requirements of
the
▇▇▇▇▇▇ Mae Selling and Servicing Guide, as amended from time to
time.
(d) Delivery
of Mortgage Loan Documents.
On each
Closing Date with respect to each Mortgage Loan comprising the related Loan
Package, the Seller shall have delivered to the Custodian those Mortgage
Loan
Documents contained in the Mortgage File pursuant to this Agreement with
respect
to each Mortgage Loan. In addition, in connection with the assignment of
any
MERS Mortgage Loan, the Seller agrees that it will cause, at its own expense,
the MERS System to indicate that the related Mortgage Loans have been assigned
by the Seller to the Purchaser in accordance with this Agreement by entering
in
the MERS System the information required by the MERS System to identify the
Purchaser as owner of such Mortgage Loans. The Seller further agrees that
it
will not alter the information referenced in this paragraph with respect
to any
Mortgage Loan during the term of this Agreement unless and until such Mortgage
Loan is repurchased in accordance with the terms of this Agreement or unless
otherwise directed by the Purchaser.
The
Custodian shall certify its receipt of all such Mortgage Loan Documents in
each
Mortgage File required to be delivered pursuant to this Agreement, as evidenced
by the Initial Certification of the Custodian in the forms annexed to the
Custodial Agreement. The Purchaser will be responsible for the fees and expenses
of the Custodian.
The
contents of each Servicing File are and shall be held in trust by the Seller
as
servicer for the benefit of the Purchaser as the owner thereof. The possession
of each Servicing File by the Seller is at the will of the Purchaser for
the
sole purpose of servicing the related Mortgage Loan pursuant to the Servicing
Agreement, and such retention and possession by the Seller is in a custodial
capacity only. Upon the sale of the Mortgage Loans the ownership of each
Mortgage Note, the related Mortgage and the related Mortgage File and Servicing
File shall vest immediately in the Purchaser, and the ownership of all records
and documents with respect to the related Mortgage Loan prepared by or which
come into the possession of the Seller shall vest immediately in the Purchaser
and shall be retained and maintained by the Seller, in trust, at the will
of the
Purchaser and only in such custodial capacity.
SECTION
6. Representations,
Warranties and Agreements of Seller.
The
Seller agrees and acknowledges that it shall, as a condition to the consummation
of the transactions contemplated hereby, make the representations and warranties
specified in this Section 6 and in Section 3.01 of the Servicing Agreement,
as
of the related Closing Date. The meaning of the term "Agreement" as used
in
Section 3.01 of the Servicing Agreement shall include this Agreement. The
Seller, without conceding that the Mortgage Loans are securities, hereby
makes
the following additional representations, warranties and agreements which
shall
be deemed to have been made as of the related Closing Date:
| a) |
With
respect to the Seller:
|
| (i) |
Securities
Act of 1933.
|
Neither
the Seller nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage
Loans or any other similar security to, or solicited any offer to buy or
accept
a transfer, pledge or other disposition of any Mortgage Loans, any interest
in
any Mortgage Loans or any other similar security from, or otherwise approached
or negotiated with respect to any Mortgage Loans, any interest in any Mortgage
Loans or any other similar security with, any Person in any manner, or made
any
general solicitation by means of general advertising or in any other manner,
or
taken any other action which would constitute a distribution of the Mortgage
Loans under the Securities Act of 1933 (the "1933 Act") or which would render
the disposition of any Mortgage Loans a violation of Section 5 of the 1933
Act
or require registration pursuant thereto, nor will it act, nor has it authorized
or will it authorize any Person to act, in such manner with respect to the
Mortgage Loans;
| (ii) |
Broker/Agent.
|
The
Seller has not dealt with any broker or agent or anyone else who might be
entitled to a fee or commission in connection with this transaction other
than
the Purchaser;
|
(iii)
|
No
Conflicts.
|
Neither
the execution and delivery of this Agreement, the acquisition of the Mortgage
Loans by the Seller, the sale of the Mortgage Loans to the Purchaser or the
transactions contemplated hereby, nor the fulfillment of or compliance with
the
terms and conditions of this Agreement will conflict with or result in a
breach
of any of the terms, articles of incorporation or by-laws or any legal
restriction or any agreement or instrument to which the Seller is now a party
or
by which it is bound, or constitute a default or result in the violation
of any
law, rule, regulation, order, judgment or decree to which the Seller or its
property is subject, or impair the ability of the Purchaser to realize on
the
Mortgage Loans, or impair the value of the Mortgage Loans;
|
(iv)
|
Ability
to Perform.
|
The
Seller does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this Agreement. The
Seller is solvent and the sale of the Mortgage Loans will not cause the Seller
to become insolvent. The sale of the Mortgage Loans is not undertaken to
hinder,
delay or defraud any of the Seller’s creditors;
|
(v)
|
No
Litigation Pending.
|
There
is
no action, suit, proceeding or investigation pending or threatened against
the
Seller which, either in any one instance or in the aggregate, may result
in any
material adverse change in the business, operations, financial condition,
properties or assets of the Seller, or in any material impairment of the
right
or ability of the Seller to carry on its business substantially as now
conducted, or in any material liability on the part of the Seller, or which
would draw into question the validity of this Agreement or the Mortgage Loans
or
of any action taken or to be contemplated herein, or which would be likely
to
impair materially the ability of the Seller to perform under the terms of
this
Agreement;
|
(vi)
|
Selection
Process.
|
The
Mortgage Loans were selected from among the outstanding fixed rate and
adjustable rate one- to four-family mortgage loans in the Seller's mortgage
banking portfolio at the Closing Date as to which the representations and
warranties set forth in Section 6(b) could be made and such selection was
not
made in a manner so as to affect adversely the interests of the Purchaser;
and
|
(vii)
|
Sale
Treatment.
|
The
Seller has determined that the disposition of the Mortgage Loans pursuant
to
this Agreement will be afforded sale treatment for accounting and tax purposes.
(b) With
respect to each Mortgage Loan:
(i)
Mortgage
Loans as Described.
The
information set forth in the respective Mortgage Loan Schedule and the
information contained on the Data File, delivered to the Purchaser is true
and
correct;
(ii) Payments
Current.
All
payments required to be made up to the related Cut-off Date for the Mortgage
Loan under the terms of the Mortgage Note have been made and credited. No
payment under any Mortgage Loan has been 30 days delinquent more than one
time
within twelve (12) months prior to the related Closing Date;
(iii) No
Outstanding Charges.
There
are
no defaults in complying with the terms of the Mortgages, and all taxes,
governmental assessments, insurance premiums, leasehold payments, water,
sewer
and municipal charges, which previously became due and owing have been paid,
or
an escrow of funds has been established in an amount sufficient to pay for
every
such item which remains unpaid and which has been assessed but is not yet
due
and payable. The Seller has not advanced funds, or induced, or solicited
directly or indirectly, the payment of any amount required under the Mortgage
Loan, except for interest accruing from the date of the Mortgage Note or
date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the day
which
precedes by one month the Due Date of the first installment of principal
and
interest;
(iv) Original
Terms Unmodified.
The
terms
of the Mortgage Note and Mortgage have not been impaired, waived, altered
or
modified in any respect, except by a written instrument which has been recorded
or registered with the MERS System, if necessary, to protect the interests
of
the Purchaser and which has been delivered to the Custodian. The substance
of
any such waiver, alteration or modification has been approved by the issuer
of
any related PMI Policy and the title insurer, to the extent required by the
policy, and its terms are reflected on the related Mortgage Loan Schedule.
No
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the issuer of any related PMI Policy and
the
title insurer, to the extent required by the policy, and which assumption
agreement is part of the Mortgage File delivered to the Custodian and the
terms
of which are reflected in the related Mortgage Loan Schedule;
(v) No
Defenses.
The
Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
or defense, including without limitation the defense of usury, nor will the
operation of any of the terms of the Mortgage Note or the Mortgage, or the
exercise of any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without limitation
the
defense of usury, and no such right of rescission, set-off, counterclaim
or
defense has been asserted with respect thereto;
(vi) No
Satisfaction of Mortgage.
The
Mortgage has not been satisfied, canceled, 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, release, cancellation, subordination
or
rescission;
(vii) Validity
of Mortgage Documents.
The
Mortgage Note and the Mortgage and related documents are genuine, and each
is
the legal, valid and binding obligation of the maker thereof enforceable
in
accordance with its terms. All parties to the Mortgage Note and the Mortgage
had
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.
With
respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge
Agreement, and related documents are genuine, and each is the legal, valid
and
binding obligation of the maker thereof enforceable in accordance with its
terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
the
Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
of
Proprietary Lease had legal capacity to enter into the Mortgage Loan and
to
execute and deliver such documents, and such documents have been duly and
properly executed by such parties;
(viii) No
Fraud.
No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Seller, or
the
Mortgagor, or to the best of the Seller’s knowledge, any appraiser, any builder,
or any developer, or any other party involved in the origination of the Mortgage
Loan or in the application of any insurance in relation to such Mortgage
Loan;
(ix) Compliance
with Applicable Laws.
Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, disclosure or predatory and
abusive
lending laws applicable to the Mortgage Loan have been complied with. All
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect
to
the use and 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;
(x) Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and consists of a contiguous parcel of real property with a
detached single family residence erected thereon, or a two- to four-family
dwelling, or an individual condominium unit in a condominium project, or
an
individual unit in a planned unit development, or a townhouse, or a cooperative,
provided, however, that any condominium project or planned unit development
shall conform with the applicable ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac requirements,
or the
Underwriting Guidelines, regarding such dwellings, and no residence or dwelling
is a mobile home. As of the respective appraisal date for each Mortgaged
Property, any Mortgaged Property being used for commercial purposes conforms
to
the Underwriting Guidelines and, to the best of the Seller’s knowledge, since
the date of such appraisal, no portion of the Mortgaged Property has been
used
for commercial purposes outside of the Underwriting Guidelines;
(xi) Valid
First Lien.
The
Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
Property, including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems located in or annexed to such buildings, and all additions, alterations
and replacements made at any time with respect to the foregoing. The lien
of the
Mortgage is subject only to:
(1) the
lien
of current real property taxes and assessments not yet due and
payable;
(2) covenants,
conditions and restrictions, rights of way, easements and other matters of
the
public record as of the date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and (i)
referred to or otherwise considered in the appraisal made for the originator
of
the Mortgage Loan and (ii) which do not adversely affect the Appraised Value
of
the Mortgaged Property set forth in such appraisal; and
(3) other
matters to which like properties are commonly subject which do not 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.
Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid,
subsisting and enforceable first lien and first priority security interest
on
the property described therein and the Seller has full right to sell and
assign
the same to the Purchaser.
With
respect to each Cooperative Loan, each Pledge Agreement creates a valid,
enforceable and subsisting first security interest in the Cooperative Shares
and
Proprietary Lease, subject only to (i) the lien of the related Cooperative
for
unpaid assessments representing the Mortgagor’s pro rata share of the
Cooperative’s payments for its blanket mortgage, current and future real
property taxes, insurance premiums, maintenance fees and other assessments
to
which like collateral is commonly subject and (ii) other matters to which
like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Pledge Agreement;
provided, however, that the appurtenant Proprietary Lease may be subordinated
or
otherwise subject to the lien of any mortgage on the Project;
(xii) Full
Disbursement of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed, except for escrows
established or created due to seasonal weather conditions, and there is no
requirement for future advances thereunder. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage were paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage;
(xiii) Consolidation
of Future Advances.
Any
future advances made prior to the related 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 reflected on the related Mortgage Loan Schedule. 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 ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; the consolidated principal amount
does
not exceed the original principal amount of the Mortgage Loan; the Seller
shall
not make future advances after the related Cut-off Date;
(xiv) Ownership.
The
Seller is the sole owner of record and holder of the Mortgage Loans and the
related Mortgage Note and the Mortgage are not assigned or pledged, and the
Seller has good and marketable title thereto and has full right and authority
to
transfer and sell the Mortgage Loan to the Purchaser. The Seller is transferring
the Mortgage Loan free and clear of any and all encumbrances, liens, pledges,
equities, participation interests, claims, charges or security interests
of any
nature encumbering such Mortgage Loan;
(xv) Origination/Doing
Business.
The
Mortgage Loan was originated by a savings and loan association, a savings
bank,
a commercial bank, a credit union, an insurance company, or similar institution
that is supervised and examined by a federal or state authority or by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to
Sections 203 and 211 of the National Housing Act. All parties which have
had any
interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or
otherwise, are (or, during the period in which they held and disposed of
such
interest, were) (1) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located,
and (2) organized under the laws of such state, or (3) qualified to do business
in such state, or (4) federal savings and loan associations or national banks
having principal offices in such state, or (5) not doing business in such
state;
(xvi) LTV,
PMI Policy.
Each
Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule.
Except for Pledged Asset Mortgage Loans, if the LTV of the Mortgage Loan
was
greater than 80% at the time of origination, a portion of the unpaid principal
balance of the Mortgage Loan is and will be insured as to payment defaults
by a
PMI Policy. If the Mortgage Loan is insured by a PMI Policy for which the
Mortgagor pays all premiums, the coverage will remain in place until (i)
the LTV
decreases to 78% or (ii) the PMI Policy is otherwise terminated pursuant
to the
Homeowners Protection Act of 1998, 12 USC §4901, et seq. All provisions of such
PMI Policy or LPMI Policy have been and are being complied with, such policy
is
in full force and effect, and all premiums due thereunder have been paid.
The
Qualified Insurer has a claims paying ability acceptable to ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇ Mac. Any Mortgage Loan subject to a PMI Policy or LPMI Policy obligates
the Mortgagor or the Seller to maintain the PMI Policy or LPMI Policy and
to pay
all premiums and charges in connection therewith. The Mortgage Interest Rate
for
the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net
of
any such insurance premium;
(xvii) Title
Insurance.
The
Mortgage Loan is covered by an ALTA lender's title insurance policy (or in
the
case of any Mortgage Loan secured by a Mortgaged Property located in a
jurisdiction where such policies are generally not available, an opinion
of
counsel of the type customarily rendered in such jurisdiction in lieu of
title
insurance) or other generally acceptable form of policy of insurance acceptable
to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, issued by a title insurer acceptable to ▇▇▇▇▇▇
Mae
or ▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring the Seller, its successors and assigns,
as to the first priority lien of the Mortgage in the original principal amount
of the Mortgage Loan, subject only to the exceptions contained in clauses
(1),
(2) and (3) of subsection (xi) of this Section 6(b), and against any loss
by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment to the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender’s title insurance policy
includes no exceptions regarding ingress, egress or encroachments that impact
the value or the marketability of the Mortgaged Property. The Seller is the
sole
insured of such lender's title insurance policy, and such lender's title
insurance policy is in full force and effect and will be in force and effect
upon the consummation of the transactions contemplated by this Agreement.
No
claims have been made under such lender's title insurance policy, and no
prior
holder of the Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy;
(xviii) No
Defaults.
There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note 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 neither the Seller
nor
its predecessors have waived any default, breach, violation or event of
acceleration;
(xix) No
Mechanics' Liens.
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 the law could give
rise to
such liens) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related Mortgage which
are not insured against by the title insurance policy referenced in Paragraph
(q) above;
(xx) Location
of Improvements; No Encroachments.
Except
as
insured against by the title insurance policy referenced in subsection (xvii)
above, all improvements which were considered in determining the Appraised
Value
of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property and no improvements on adjoining
properties encroach upon the Mortgaged Property. No improvement located on
or
being part of the Mortgaged Property is in violation of any applicable zoning
law or regulation;
(xxi) Payment
Terms.
Except
with respect to the Interest Only Mortgage Loans, principal payments commenced
no more than 60 days after the funds were disbursed to the Mortgagor in
connection with the Mortgage Loan. The Mortgage Loans have an original term
to
maturity of not more than 30 years, with interest payable in arrears on the
first day of each month. As to each adjustable rate Mortgage Loan on each
applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to
equal
the sum of the Index plus the applicable Gross Margin, rounded up or down
to the
nearest multiple of 0.125% indicated by the Mortgage Note; provided that
the
Mortgage Interest Rate will not increase or decrease by more than the Periodic
Interest Rate Cap on any Adjustment Date, and will in no event exceed the
maximum Mortgage Interest Rate or be lower than the minimum Mortgage Interest
Rate listed on the related Mortgage Loan Schedule for such Mortgage Loan.
As to
each adjustable rate Mortgage Loan that is not an Interest Only Mortgage
Loan,
each Mortgage Note requires a monthly payment which is sufficient, during
the
period prior to the first adjustment to the Mortgage Interest Rate, to fully
amortize the outstanding principal balance as of the first day of such period
over the then remaining term of such Mortgage Note and to pay interest at
the
related Mortgage Interest Rate. As to each adjustable rate Mortgage Loan,
if the
related Mortgage Interest Rate changes on an Adjustment Date or, with respect
to
an Interest Only Mortgage Loan, on an Adjustment Date following the related
interest only period, the then outstanding principal balance will be reamortized
over the remaining life of such Mortgage Loan. No Mortgage Loan contains
terms
or provisions which would result in negative amortization;
(xxii) Customary
Provisions.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There
is
no homestead or other exemption available to a Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the
right
to foreclose the Mortgage;
(xxiii) Occupancy
of the Mortgaged Property.
As
of the
date of origination,
the
Mortgaged Property was in good repair and was lawfully occupied under applicable
law;
(xxiv) No
Additional Collateral.
Except
in
the case of a Pledged Asset Mortgage Loan and as indicated on the related
Data
File, the Mortgage Note is not and has not been secured by any collateral,
pledged account or other security except the lien of the corresponding Mortgage
and the security interest of any applicable security agreement or chattel
mortgage referred to in subsection (xi) above;
(xxv) Deeds
of Trust.
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 the Mortgagee to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor;
(xxvi) Acceptable
Investment.
The
Seller has no knowledge of any circumstances or conditions with respect to
the
Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause private institutional
investors to regard the Mortgage Loan as an unacceptable investment, cause
the
Mortgage Loan to become delinquent, or adversely affect the value or
marketability of the Mortgage Loan;
(xxvii) Transfer
of Mortgage Loans.
If
the
Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage, upon
the
insertion of the name of the assignee and recording information, is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
(xxviii) Mortgaged
Property Undamaged.
The
Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty so as to affect adversely the
value
of the Mortgaged Property as security for the Mortgage Loan or the use for
which
the premises were intended;
(xxix) Collection
Practices; Escrow Deposits.
The
origination, servicing and collection practices used with respect to the
Mortgage Loan have been in accordance with Accepted Servicing Practices,
and
have been in all material respects legal and proper. With respect to escrow
deposits and Escrow Payments, all such payments are in the possession of
the
Seller and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. All Escrow
Payments have been collected in full compliance with state and federal law.
No
escrow deposits or Escrow Payments or other charges or payments due the Seller
have been capitalized under the Mortgage Note;
(xxx) No
Condemnation.
There
is
no proceeding pending or to the best of the Seller’s knowledge threatened for
the total or partial condemnation of the related Mortgaged
Property;
(xxxi) The
Appraisal.
The
Servicing File include an appraisal, with the exception of any Time$aver®
Mortgage Loan (which at the original origination were on form 1004 or form
2055
with interior inspections), of the related Mortgaged Property. The appraisal
was
conducted by an appraiser who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof; and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and the appraisal and the appraiser both satisfy the applicable
requirements of Title XI of the Financial Institution Reform, Recovery, and
Enforcement Act of 1989 and the regulations promulgated thereunder, all as
in
effect on the date the Mortgage Loan was originated;
(xxxii) Insurance.
The
Mortgaged Property securing each Mortgage Loan is insured by an insurer
acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac against loss by fire and such hazards
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
pursuant to insurance policies conforming to the requirements of Section
4.10 of
the Servicing Agreement, in an amount which is at least equal to the lesser
of
(1) 100% of the insurable value, on a replacement cost basis, of the
improvements on the related Mortgaged Property, or (2) the
greater of (x) the outstanding principal balance of the Mortgage Loan or
(y) an
amount such that the proceeds of such insurance shall be sufficient to avoid
the
application to the Mortgagor or loss payee of any coinsurance clause under
the
policy.
If the
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project. If the improvements on the
Mortgaged Property are in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least
of
(a) the outstanding principal balance of the Mortgage Loan, (b) the
full insurable value and (c) the maximum amount of insurance which was
available under the Flood Disaster Protection Act of 1973, as amended. All
individual insurance policies contain a standard mortgagee clause naming
the
Seller and its successors and assigns as mortgagee, and all premiums thereon
have been paid. The Mortgage obligates the Mortgagor thereunder to maintain
a
hazard insurance policy at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at such Mortgagor's cost and expense, and to
seek
reimbursement therefor from the Mortgagor. The hazard insurance policy is
the
valid and binding obligation of the insurer, is in full force and effect,
and
will be in full force and effect and inure to the benefit of the Purchaser
upon
the consummation of the transactions contemplated by this Agreement. The
Seller
has not acted or failed to act so as to impair the coverage of any such
insurance policy or the validity, binding effect and enforceability
thereof;
(xxxiii) Servicemembers
Civil Relief Act.
The
Mortgagor has not notified the Seller, and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act, as amended;
(xxxiv) No
Balloon Payments, Graduated Payments or Contingent Interests.
The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest feature.
No
Mortgage Loan has a balloon payment feature;
(xxxv) No
Construction Loans.
No
Mortgage Loan was made in connection with (1) the construction or rehabilitation
of a Mortgage Property or (2) facilitating the trade-in or exchange of a
Mortgaged Property other than a construction-to-permanent loan which has
converted to a permanent Mortgage Loan;
(xxxvi) Underwriting.
Each
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller; and the Mortgage Note and Mortgage are on forms acceptable to
▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ ▇▇▇;
(xxxvii) Buydown
Mortgage Loans.
With
respect to each Mortgage Loan that is a Buydown Mortgage Loan:
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(1)
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On
or before the date of origination of such Mortgage Loan, the Seller
and
the Mortgagor, or the Seller, the Mortgagor and the seller of the
Mortgaged Property or a third party entered into a Buydown Agreement.
The
Buydown Agreement provides that the seller of the Mortgaged Property
(or
third party) shall deliver to the Seller temporary Buydown Funds
in an
amount equal to the aggregate undiscounted amount of payments that,
when
added to the amount the Mortgagor on such Mortgage Loan is obligated
to
pay on each Due Date in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payment due on
such
Mortgage Loan. The temporary Buydown Funds enable the Mortgagor
to qualify
for the Buydown Mortgage Loan. The effective interest rate of a
Buydown
Mortgage Loan if less than the interest rate set forth in the related
Mortgage Note will increase within the Buydown Period as provided
in the
related Buydown Agreement so that the effective interest rate will
be
equal to the interest rate as set forth in the related Mortgage
Note. The
Buydown Mortgage Loan satisfies the requirements of the Underwriting
Guidelines;
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(2)
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The
Mortgage and Mortgage Note reflect the permanent payment terms
rather than
the payment terms of the Buydown Agreement. The Buydown Agreement
provides
for the payment by the Mortgagor of the full amount of the Monthly
Payment
on any Due Date that the Buydown Funds are available. The Buydown
Funds
were not used to reduce the original principal balance of the Mortgage
Loan or to increase the Appraised Value of the Mortgage Property
when
calculating the Loan-to-Value Ratios for purposes of the Agreement
and, if
the Buydown Funds were provided by the Seller and if required under
Underwriting Guidelines, the terms of the Buydown Agreement were
disclosed
to the appraiser of the Mortgaged Property;
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(3)
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The
Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor
makes a principal payment for the outstanding balance of the Mortgage
Loan; and
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(4)
|
As
of the date of origination of the Mortgage Loan, the provisions
of the
related Buydown Agreement complied with the requirements of ▇▇▇▇▇▇
Mae or
▇▇▇▇▇▇▇ Mac regarding buydown
agreements;
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(xxxviii)
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Cooperative
Loans.
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With
respect to each Cooperative Loan:
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(1)
|
The
Cooperative Shares are held by a person as a tenant-stockholder
in a
Cooperative. Each original UCC financing statement, continuation
statement
or other governmental filing or recordation necessary to create
or
preserve the perfection and priority of the first lien and security
interest in the Cooperative Loan and Proprietary Lease has been
timely and
properly made. Any security agreement, chattel mortgage or equivalent
document related to the Cooperative Loan and delivered to Purchaser
or its
designee establishes in Purchaser a valid and subsisting perfected
first
lien on and security interest in the Mortgaged Property described
therein,
and Purchaser has full right to sell and assign the
same;
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(2)
|
A
Cooperative Lien Search has been made by a company competent to
make the
same which company is acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac and
qualified to do business in the jurisdiction where the Cooperative
is
located;
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(3)
|
(i)
The term of the related Proprietary Lease is not less than the
terms of
the Cooperative Loan; (ii) there is no provision in any Proprietary
Lease
which requires the Mortgagor to offer for sale the Cooperative
Shares
owned by such Mortgagor first to the Cooperative; (iii) there is
no
prohibition in any Proprietary Lease against pledging the Cooperative
Shares or assigning the Proprietary Lease; (iv) the Cooperative
has been
created and exists in full compliance with the requirements for
residential cooperatives in the jurisdiction in which the Project
is
located and qualifies as a cooperative housing corporation under
Section
210 of the Code; (v) the Recognition Agreement is on a form published
by
Aztech Document Services, Inc. or includes similar provisions;
and (vi)
the Cooperative has good and marketable title to the Project, and
owns the
Project either in fee simple; such title is free and clear of any
adverse
liens or encumbrances, except the lien of any blanket
mortgage;
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(4)
|
The
Seller has the right under the terms of the Mortgage Note, Pledge
Agreement and Recognition Agreement to pay any maintenance charges
or
assessments owed by the Mortgagor; and
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(5)
|
Each
Stock Power (i) has all signatures guaranteed or (ii) if all signatures
are not guaranteed, then such Cooperative Shares will be transferred
by
the stock transfer agent of the Cooperative if the Seller undertakes
to
convert the ownership of the collateral securing the related Cooperative
Loan.;
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(xxxix) HOEPA.
No
Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state
or
local law, as determined without giving effect to any available federal
preemption, other than any exemptions specifically provided for in the relevant
state or local law);
(xl) Anti-Money
Laundering Laws.
The
Seller has complied with all applicable anti-money laundering laws and
regulations, (the "Anti-Money Laundering Laws"), and has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws;
(xli) Bankruptcy.
|
No
Mortgagor was a debtor in any state or federal bankruptcy or insolvency
proceeding as of the date the Mortgage Loan was closed and the
proceeds of
the Mortgage Loan were distributed;
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(xlii) Due
on
Sale.
The
Mortgage or Mortgage Note contains an enforceable provision, to the extent
not
prohibited by federal law, 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, provided that, with respect to Mortgage Notes which bear an
adjustable rate of interest, such provision shall not be enforceable if the
Mortgagor causes to be submitted to the Seller to evaluate the intended
transferee as if a new Mortgage Loan were being made to such transferee,
and the
Seller reasonably determines that the security will not be impaired by such
Mortgage Loan assumption and that the risk of breach of any covenant or
agreement in such Mortgage is acceptable to the Purchaser;
(xliii) Credit
Reporting.
With
respect to each Mortgage Loan, the Seller has furnished complete information
on
the related borrower credit files to Equifax, Experian and Trans Union Credit
Information Seller, in accordance with the Fair Credit Reporting Act and
its
implementing regulations;
(xliv) Delivery
of Mortgage Files.
The
Mortgage Loan Documents required to be delivered by the Seller have been
delivered to the Custodian. The Seller is in possession of a complete, true
and
accurate Mortgage File, except for such documents the originals of which
have
been delivered to the Custodian or for such documents where the originals
of
which have been sent for recordation;
(xlv) Single
Premium Credit Life Insurance.
No
Mortgagor has been offered or required to purchase single premium credit
insurance in connection with the origination of the Mortgage Loan;
(xlvi) Payment
in Full.
The
Seller had no knowledge, at the time of origination of the Mortgage Loan,
of any
fact that should have led it to expect that such Mortgage Loan would not
be paid
in full when due;
(xlvii) MERS
Mortgage Loans.
With
respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
Loan, the MIN appears on the Mortgage or related Assignment of Mortgage to
MERS,
the Mortgage or the related Assignment of Mortgage to MERS has been duly
and
properly recorded on MERS, and the transfer to the Purchaser has been properly
reflected in the MERS System pursuant to the Purchaser’s registration
instructions;
(xlviii) Leasehold
Estates.
No
Mortgage Loan is leasehold Mortgage Loan;
and
(xlix) Mixed-Use
Property.
No
Mortgaged Property shall be used solely for commercial purposes. With respect
to
any Mortgaged Property that is a mixed-use property (i) the Mortgaged Property
is a single family dwelling, (ii) any commercial use of the Mortgaged Property
represents a legal, permissible use of the Mortgaged Property under federal,
state and local laws and ordinances; (iii) the Mortgagor is both the owner
and
the operator of the business conducted on the Mortgaged Property; and (iv)
income from the business use of the Mortgaged Property was not taken into
account in determining the Appraised Value of the Mortgaged Property. The
Mortgaged Property with respect to each mixed-use property is,
to the
best of Company’s knowledge,
in
material compliance with all applicable environmental laws pertaining to
environmental hazards and neither the Company nor, to the Company’s knowledge,
the related Mortgagor, has received any notice of any violation or potential
violation of such law.
SECTION
7. Representation,
Warranties and Agreement of Purchaser.
The
Purchaser, without conceding that the Mortgage Loans are securities, hereby
makes the following representations, warranties and agreements, which shall
have
been deemed to have been made as of the related Closing Date.
a) the
Purchaser understands that the Mortgage Loans have not been registered under
the
1933 Act or the securities laws of any state;
b) except
as
contemplated under this Agreement or the Servicing Agreement, the Purchaser
is
acquiring the Mortgage Loans for its own account only and not for any other
Person;
c) the
Purchaser considers itself a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters that
it
is capable of evaluating the merits and risks of investment in the Mortgage
Loans;
d) the
Purchaser has been furnished with all information regarding the Mortgage
Loans
which it has requested from the Seller; and
e) neither
the Purchaser nor anyone acting on its behalf offered, transferred, pledged,
sold or otherwise disposed of any Mortgage Loan, any interest in any Mortgage
Loan or any other similar security to, or solicited any offer to buy or accept
a
transfer, pledge or other disposition of any Mortgage Loan, any interest
in any
Mortgage Loan or any other similar security from, or otherwise approached
or
negotiated with respect to any Mortgage Loan, any interest in any Mortgage
Loan
or any other similar security with, any Person in any manner, or made any
general solicitation by means of general advertising or in any other manner,
or
taken any other action which would constitute a distribution of the Mortgage
Loans under the 1933 Act or which would render the disposition of any Mortgage
Loan a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
Person
to act, in such manner with respect to the Mortgage Loans.
SECTION
8. Closing.
The
closing for the purchase and sale of each Loan Package, shall take place
on the
related Closing Date. At the Purchaser's option, the closing shall be either:
by
telephone, confirmed by letter or wire as the parties shall agree; or conducted
in person, at such place as the parties shall agree.
The
closing shall be subject to each of the following conditions:
a) all
of
the representations and warranties of the Seller under this Agreement and
under
the Servicing Agreement shall be true and correct as of such related Closing
Date and no event shall have occurred which, with notice or the passage of
time,
would constitute a default under this Agreement or an Event of Default under
the
Servicing Agreement;
b) the
Purchaser shall have received, or the Purchaser's attorneys shall have received
in escrow, all closing documents as specified in Section 9 of this Agreement,
in
such forms as are agreed upon and acceptable to the Purchaser, duly executed
by
all signatories other than the Purchaser as required pursuant to the respective
terms thereof;
c) the
Seller shall have delivered to the Custodian under this Agreement or the
Servicing Agreement all documents required pursuant to the related Custodial
Agreement; and
d) all
other
terms and conditions of this Agreement and the Servicing Agreement shall
have
been complied with.
Subject
to the foregoing conditions, the Purchaser shall pay to the Seller on such
related Closing Date the related Purchase Price, plus accrued interest pursuant
to Section 4 of this Agreement, by wire transfer of immediately available
funds
to the account designated by the Seller.
SECTION
9. Closing
Documents.
With
respect to the initial closing date, the closing documents shall consist
of
fully executed originals of the following documents:
|
1.
|
the
Servicing Agreement, dated as of November 1, 2005, in two
counterparts;
|
|
2.
|
this
Agreement in two counterparts;
|
|
3.
|
the
Custodial Agreement;
|
|
4.
|
the
Mortgage Loan Schedule for the related Loan Package, one copy of
each to
be attached to each counterpart of the related Assignment and Conveyance
Agreement, to each counterpart of the Custodial Agreement, as the
Mortgage
Loan Schedules thereto;
|
|
5.
|
a
Receipt and Certification, as required under the Custodial Agreement;
|
|
6.
|
an
Opinion of Counsel of the Seller, in the form of Exhibit C hereto;
and
|
|
7.
|
an
Assignment and Conveyance Agreement for the related Mortgage
Loans.
|
On
each
subsequent Closing Date, the following documents:
|
1.
|
the
Mortgage Loan Schedule for the related Loan Package;
|
|
2.
|
an
Assignment and Conveyance Agreement for the related Loan Package;
|
|
3.
|
an
Initial Certification, as required under the Custodial Agreement;
and
|
|
4.
|
upon
the reasonable request of the Purchaser, an Opinion of Counsel
of the
Seller, in the form of Exhibit C
hereto.
|
SECTION
10. Costs.
The
Purchaser shall pay any commissions due its salesmen, the legal fees and
expenses of its attorneys and the costs and expenses associated with the
Custodian. The Seller shall be responsible for reasonable costs and expenses
associated with any preparation and recording of the initial Assignments
of
Mortgage. All other costs and expenses incurred in connection with the transfer
and delivery of the Mortgage Loans, including fees for title policy endorsements
and continuations and the Seller's attorney fees, shall be paid by the
Seller.
SECTION
11. Servicing.
The
Mortgage Loans shall be serviced by the Seller in accordance with the terms
of
the Servicing Agreement. The Seller shall be entitled to servicing fees
calculated as provided therein, at the Servicing Fee Rate.
SECTION
12. Financial
Statements.
The
Seller understands that in connection with the Purchaser's marketing of the
Mortgage Loans, the Purchaser may request from Seller and make available
to
prospective purchasers a Consolidated Statement of Operations of the Seller
for
the most recently completed two (2) fiscal years respecting which such a
statement is available, as well as a Consolidated Statement of Condition
at the
end of the last two (2) fiscal years covered by such Consolidated Statement
of
Operations. The Purchaser, upon request, shall also make available any
comparable interim statements to the extent any such statements have been
prepared by the Seller in a format intended or otherwise suitable for the
public
at large. The Seller, upon request, agrees to furnish promptly to the Purchaser
copies of the statements specified above. The Seller shall also make available
information on its servicing performance with respect to loans in its own
portfolio and loans serviced for others (if any), including foreclosure and
delinquency ratios.
The
Seller also agrees to allow access to a knowledgeable (as shall be determined
by
the Seller) financial or accounting officer for the purpose of answering
questions asked by any prospective purchaser regarding recent developments
affecting the Seller or the financial statements of the Seller.
SECTION
13. Mandatory
Delivery.
The sale
and delivery on each Closing Date of the related Mortgage Loans described
on the
respective Mortgage Loan Schedules is mandatory, it being specifically
understood and agreed that each Mortgage Loan is unique and identifiable
on such
Closing Date and that an award of money damages would be insufficient to
compensate the Purchaser for the losses and damages incurred by the Purchaser
(including damages to prospective purchasers of the Mortgage Loans) in the
event
of the Seller's failure to deliver the Mortgage Loans on or before such Closing
Date. All rights and remedies of the Purchaser under this Agreement are distinct
from, and cumulative with, any other rights or remedies under this Agreement
or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.
SECTION
14. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if mailed, by registered or certified mail,
return receipt requested, or, if by other means, when received by the other
party at the address shown on the first page hereof, or such other address
as
may hereafter be furnished to the other party by like notice. Any such demand,
notice of communication hereunder shall be deemed to have been received on
the
date delivered to or received at the premises of the addressee (as evidenced,
in
the case of registered or certified mail, by the date noted on the return
receipt).
SECTION
15. Severability
Clause.
Any
part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective
to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty
of
this Agreement which is prohibited or unenforceable or is held to be void
or
unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof, and any such prohibition or unenforceability
in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof. If the invalidity
of any
part, provision, representation or warranty of this Agreement shall deprive
any
party of the economic benefit intended to be conferred by this Agreement,
the
parties shall negotiate, in good-faith, to develop a structure the economic
effect of which is as close as possible to the economic effect of this Agreement
without regard to such invalidity.
SECTION
16. Counterparts.
This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original, and all such counterparts
shall
constitute one and the same instrument.
SECTION
17. Place
of Delivery and Governing Law.
This
Agreement shall be deemed in effect when a fully executed counterpart thereof
is
received by the Purchaser in the State of New York and shall be deemed to
have
been made in the State of New York. The Agreement 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, except to the extent preempted by Federal
Law.
SECTION
18. Further
Agreements.
The
Purchaser and the Seller each agree to execute and deliver to the other such
additional documents, instruments or agreements as may be necessary or
appropriate to effectuate the purposes of this Agreement.
Without
limiting the generality of the foregoing, the Seller shall reasonably cooperate
with the Purchaser in connection with the initial resales of the Mortgage
Loans
by the Purchaser. In that connection, the Seller shall provide to the Purchaser:
(i) any and all information and appropriate verification of information,
whether
through letters of its auditors and counsel or otherwise, as the Purchaser
shall
reasonably request, and (ii) such additional representations, warranties,
covenants, opinions of counsel, letters from auditors and certificates of
public
officials or officers of the Seller as are reasonably believed necessary
by the
Purchaser in connection with such resales. Prior to incurring any out-of-pocket
expenses pursuant to this paragraph, the Seller shall notify the Purchaser
in
writing of the estimated amount of such expense. The Purchaser shall reimburse
the Seller for any such expense following its receipt of appropriate details
thereof.
SECTION
19. Intention
of the Parties.
It is
the intention of the parties that the Purchaser is purchasing, and the Seller
is
selling, an undivided 100% ownership interest in the Mortgage Loans and not
a
debt instrument of the Seller or another security. Accordingly, the parties
hereto each intend to treat the transaction for Federal income tax purposes
as a
sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans.
The
Purchaser shall have the right to review the Mortgage Loans and the related
Mortgage Files and Servicing Files to determine the characteristics of the
Mortgage Loans which shall affect the Federal income tax consequences of
owning
the Mortgage Loans and the Seller shall cooperate with all reasonable requests
made by the Purchaser in the course of such review.
SECTION
20. Successors
and Assigns; Assignment of Purchase Agreement.
This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser and the respective successors and assigns of the
Seller
and the Purchaser. This Agreement shall not be assigned, pledged or hypothecated
by the Seller to a third party without the consent of the
Purchaser.
SECTION
21. Waivers;
Other Agreements.
No term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced.
SECTION
22. Exhibits.
The
exhibits to this Agreement are hereby incorporated and made a part hereof
and
are an integral part of this Agreement.
SECTION
23. General
Interpretive Principles.
For
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires:
a) the
terms
defined in this Agreement have the meanings assigned to them in this Agreement
and include the plural as well as the singular, and the use of any gender
herein
shall be deemed to include the other gender;
b) accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
c) references
herein to "Articles", "Sections", "Subsections", "Paragraphs", and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;
d) a
reference to a Subsection without further reference to a Section is a reference
to such Subsection as contained in the same Section in which the reference
appears, and this rule shall also apply to Paragraphs and other
subdivisions;
e) the
words
"herein", "hereof", "hereunder" and other words of similar import refer to
this
Agreement as a whole and not to any particular provision; and
f) the
term
"include" or "including" shall mean without limitation by reason of
enumeration.
SECTION
24. 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.
[Signatures
Follow]
IN
WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be
signed hereto by their respective officers thereunto duly authorized as of
the
date first above written.
|
CITIGROUP
GLOBAL MARKETS
REALTY
CORP.
(Purchaser)
|
|
|
By:
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
Name:
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
Title:
|
Authorized Agent |
|
▇▇▇▇▇
FARGO BANK, N.A.
(Seller)
|
|
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇ |
|
Name:
|
▇▇▇▇ ▇▇▇▇▇▇ |
|
Title:
|
Assistant Vice President |
EXHIBIT
A
FORM
OF
ASSIGNMENT AND CONVEYANCE AGREEMENT
On
this
_____ day of __________ 20___, for
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, ▇▇▇▇▇ Fargo Bank, N.A.
(the
“Seller”)
as the
Seller under that certain Master Mortgage Loan Purchase Agreement, (“Purchase
Agreement”) and as the Servicer under that certain Flow Servicing Agreement (the
“Servicing Agreement”) each dated as of November 1, 2005, (collectively, the
“Agreements”)
does
hereby sell, transfer, assign, set over and convey to Citigroup Global Markets
Realty Corp. as the Purchaser (the “Purchaser”)
under
the Purchase Agreement, and Purchaser hereby accepts from Seller, without
recourse, but subject to the terms of the Agreements, all right, title and
interest of, in and to each of the Mortgage Loans listed on the related Mortgage
Loan Schedule attached hereto as Schedule 1, together with the Mortgage Files
and all rights and obligations arising under the documents contained therein.
Pursuant to Section 5 of the Purchase Agreement or Section 2.03 of the Servicing
Agreement, the Seller has delivered to the Custodian the documents required
to be delivered under the Agreements
for each
Mortgage Loan to be purchased. The Servicing Files retained by the Seller
pursuant to Section 2.01 of the Servicing Agreement shall be appropriately
marked to clearly reflect the sale of the related Mortgage Loans to the
Purchaser.
Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in
the Agreements.
|
REALTY
CORP.
Purchaser
|
▇▇▇▇▇
FARGO BANK, N.A.
Seller
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
Schedule
I
Mortgage
Loan Schedule
EXHIBIT
B
CONTENTS
OF DATA FILE
|
(1)
|
the
street address of the Mortgaged Property including the city, state,
county
and zip code;
|
|
(2)
|
a
code indicating whether the Mortgaged Property is a single family
residence, a 2-4 family dwelling, a PUD, a cooperative, a townhouse,
manufactured housing or a unit in a condominium
project;
|
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(3)
|
the
Mortgage Interest Rate as of the Cut-off Date;
|
|
(4)
|
the
current Monthly Payment;
|
|
(5)
|
loan
term, number of months;
|
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(6)
|
the
stated maturity date;
|
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(7)
|
the
Stated Principal Balance of the Mortgage Loan as of the close of
business
on the Cut-off Date, after deduction of payments of principal due
on or
before the Cut-off Date;
|
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(8)
|
the
Loan-to-Value Ratio;
|
|
(9)
|
a
code indicating whether the Mortgage Loan is an Interest Only Mortgage
Loan;
|
|
(10)
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a
code indicating whether the Mortgage Loan is a temporary buydown
(Y or
N);
|
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(11)
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the
Servicing Fee Rate;
|
|
(12)
|
a
code indicating whether the Mortgage Loan is covered by lender-paid
mortgage insurance (Y or N);
|
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(13)
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a
code indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y
or N);
|
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(14)
|
the
Mortgagor's first and last name;
|
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(15)
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a
code indicating whether the Mortgaged Property is owner-occupied;
|
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(16)
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the
remaining months to maturity from the Cut-off Date, based on the
original
amortization schedule;
|
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(17)
|
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
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(18)
|
the
last Due Date on which a Monthly Payment was actually applied to
the
actual principal balance;
|
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(19)
|
the
original principal amount of the Mortgage Loan;
|
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(20)
|
a
code indicating the purpose of the loan (i.e., purchase, financing,
rate/term refinancing, cash-out refinancing);
|
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(21)
|
the
Mortgage Interest Rate at origination;
|
|
(22)
|
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
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(23)
|
a
code indicating the documentation style (i.e., full (providing
two years
employment verification - 2 years W-2’s and current pay stub or 2 years
1040’s for self employed borrowers), alternative or
reduced);
|
|
(24)
|
a
code indicating if the Mortgage Loan is subject to a PMI
Policy;
|
|
(25)
|
the
Appraised Value of the Mortgage Property;
|
|
(26)
|
the
sale price of the Mortgaged Property, if applicable;
|
|
(27)
|
the
Mortgagor’s Underwriting FICO Score;
|
|
(28)
|
term
of prepayment penalty in years;
|
|
(29)
|
a
code indicating the product type;
|
|
(30)
|
a
code indicating the credit grade of the Mortgage Loan;
|
|
(31)
|
the
unpaid balance of the Mortgage Loan as of the close of business
on the
Cut-off Date, after deduction of all payments of
principal;
|
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(32)
|
the
Note date of the Mortgage Loan;
|
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(33)
|
the
mortgage insurance certificate number and percentage of coverage,
if
applicable;
|
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(34)
|
the
Mortgagor’s date of birth;
|
|
(35)
|
the
MIN Number for each Mortgage Loan, if applicable;
|
|
(36)
|
employer
name;
|
|
(37)
|
subsidy
program code;
|
|
(38)
|
servicer
name;
|
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(39)
|
the
combined Loan-to-Value Ratio;
|
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(40)
|
the
total Loan-to-Value Ratio;
|
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(41)
|
whether
the Mortgage Loan is convertible (Y or N);
|
|
(42)
|
a
code indicating whether the Mortgage Loan is a relocation loan
(Y or
N);
|
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(43)
|
a
code indicating whether the Mortgage Loan is a leasehold loan (Y
or
N);
|
|
(44)
|
a
code indicating whether the Mortgage Loan is an Alt A loan (Y or
N);
|
|
(45)
|
a
code indicating whether the Mortgage Loan is a no ratio loan (Y
or N);
|
|
(46)
|
a
code indicating whether the Mortgage Loan is a Pledged Asset Mortgage
Loan
(Y or N);
|
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(47)
|
effective
LTV percentage for Pledged Asset Mortgage Loans;
|
|
(48)
|
citizenship
type code;
|
|
(49)
|
a
code indicating whether the Mortgage Loan is a conforming or
non-conforming loan, based on the original loan
balance;
|
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(50)
|
the
name of the client for which the Mortgage Loan was
originated;
|
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(51)
|
the
program code;
|
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(52)
|
the
loan sub doc code;
|
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(53)
|
the
remaining interest-only term for Interest Only Mortgage
Loans;
|
The
Company shall provide the following
For
the Home Mortgage Disclosure Act (HMDA):
|
(54)
|
the
Mortgagor’s and co-Mortgagor’s (if applicable)
ethnicity;
|
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(55)
|
the
Mortgagor’s and co-Mortgagor’s (if applicable) race;
|
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(56)
|
lien
status;
|
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(57)
|
for
cash-out refinance loans, the cash purpose;
|
|
(58)
|
the
Mortgagor’s and co-Mortgagor’s (if applicable) gender;
|
|
(59)
|
the
Mortgagor’s and co-Mortgagor’s (if applicable) social security
numbers;
|
|
(60)
|
the
number of units for the property;
|
|
(61)
|
the
year in which the property was built;
|
|
(62)
|
the
qualifying monthly income of the Mortgagor;
|
|
(63)
|
the
number of bedrooms contained in the property;
|
|
(64)
|
a
code indicating first time buyer (Y or N);
|
|
(65)
|
the
total rental income, if any;
|
The
Seller shall provide the following
for
the adjustable rate Mortgage Loans (if applicable):
|
(66)
|
the
maximum Mortgage Interest Rate under the terms of the Mortgage
Note;
|
|
(67)
|
the
Periodic Interest Rate Cap;
|
|
(68)
|
the
Index;
|
|
(69)
|
the
next Adjustment Date;
|
|
(70)
|
the
Gross Margin; and
|
|
(71)
|
the
lifetime interest rate cap.
|