EXHIBIT 99.5
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AMENDED AND RESTATED SPECIAL SUB-SERVICING AGREEMENT
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This Amended and Restated Special Sub-Servicing Agreement (this
"Agreement") by and among Countrywide Home Loans, Inc. (the "Company"),
Credit-Based Asset Servicing and Securitization LLC, as holder of the Class B
Certificates identified on Exhibit A (the "Class B Holder") and ▇▇▇▇▇▇ Loan
Servicing LP, an affiliate of the Class B Holder, as special Sub-Servicer (the
"Special Sub-Servicer") shall be effective as of May 1, 2001.
PRELIMINARY STATEMENT
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WHEREAS, the Class B Holder has purchased certain classes of subordinate
mortgage pass-through certificates (each, a "Class B Certificate" and
collectively, the "Class B Certificates") of the series (each, a "Series")
that were issued by a trust in exchange for a pool of mortgage loans (the
"Mortgage Loans") deposited into such trust by CWMBS, Inc., an affiliate of
the Company, pursuant to a pooling and servicing agreement entered into
between CWMBS, Inc., the Company and the trustee named therein (the "Trustee")
(each, a "Pooling and Servicing Agreement" and collectively, the "Pooling and
Servicing Agreements"), and evidence an undivided ownership interest in the
related pool of Mortgage Loans;
WHEREAS, the Company, the Class B Holder and the Special Sub-Servicer
entered into the Special Sub-Servicing Agreement dated as of December 31, 1998
as amended and modified by amendments #1, #2, #3, and #4 thereto (the "Special
Sub-Servicing Agreement"), pursuant to which the parties agreed that with
respect to certain Class B Certificates held by the Class B Holder, that: (i)
with respect to each Mortgage Loan that becomes sixty (60) or more days
delinquent (each such Mortgage Loan, a "Delinquent Mortgage Loan"), the Class
B Holder shall have certain advisory rights with respect to the Company's
servicing of the Delinquent Mortgage Loans; and (ii) in the event a Delinquent
Mortgage Loan becomes one hundred twenty (120) or more days delinquent, (each
such Delinquent Mortgage Loan, a "Specially Serviced Mortgage Loan"), the
Special Sub-Servicer shall commence the sub-servicing thereof in accordance
with the Special Sub-Servicing Agreement;
WHEREAS, the Series identified in Exhibit A hereto, and the related
pools of Mortgage Loans underlying such Series were previously made subject to
the terms and conditions of the Special Sub-Servicing Agreement;
WHEREAS, the Class B Holder has requested that in addition to the Series
identified on Exhibit A, the Series identified on Exhibit E hereto and the
related pool of Mortgage Loans underlying such Series be made subject to the
Agreement; and
WHEREAS, the Company, the Class B Holder and the Special Sub-Servicer
desire to amend and restate the Special Sub-Servicing Agreement as provided
herein.
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Company, the Class B Holder and the Special
Sub-Servicer hereby agree as follows:
ARTICLE I
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PRIOR AGREEMENTS AND CONDITIONS PRECEDENT
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Section 1.01 Special Sub-Servicing Agreement; Specially Sub-Serviced
Series.
(a) Upon its execution by the parties, this Agreement shall supercede
and otherwise replace the Special Sub-Servicing Agreement. The parties agree
and acknowledge that the Series identified in Exhibit A hereto represent all
of the Series that are currently subject to the Special Sub-Servicing
Agreement and that, upon the execution of this Agreement, such Series shall be
sub-serviced by the Special Sub-Servicer in accordance with the terms and
conditions set forth in this Agreement. Notwithstanding the foregoing, no
additional Delinquent Mortgage Loans or Specially Serviced Mortgage Loans for
the Series identified in Exhibit B hereto shall be transferred to and
sub-serviced by the Special Sub-Servicer subsequent to the date of this
Agreement unless, however, the Class B Holder purchases Additional Purchased
Securities for such Series and the conditions of Section 6.02 are satisfied.
The Special Sub-Servicer shall continue, however, to sub-service any and all
Specially Serviced Mortgage Loans transferred to it prior to the date of this
Agreement, including those Specially Serviced Mortgage Loans related to the
Series identified in Exhibit B hereto, all in accordance with the terms and
conditions hereof.
(b) The effectiveness of this Agreement, including without limitation
the addition of the Series listed in Exhibit E and the related pool of
Mortgage Loans underlying such Series, shall be expressly conditioned upon the
prior payment by the Class B Holder to the Company of the aggregate Special
Servicing Premium amount set forth in Exhibit C hereto.
ARTICLE II
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DELINQUENT MORTGAGE LOANS
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Section 2.01 Reporting of Delinquent Mortgage Loans.
(a) To the extent and for so long as the Class B Certificates of a
Series are outstanding and held by the Class B Holder, the Company, as
Servicer of the Mortgage Loans related to each Series, shall provide to the
Class B Holder an electronic file containing the following information on a
monthly basis within three (3) business days after each Distribution Date;
provided, however, that the information provided hereunder shall be consistent
with the information provided to the Trustee pursuant to the related Pooling
and Servicing Agreement:
(1) With respect to each Series of Class B Certificates, the number
and aggregate unpaid principal balance of the Mortgage Loans which
are delinquent one, two and three months or more, together with
the unpaid principal balance of each Mortgage Loan which is
delinquent, one, two and three months or more;
(2) With respect to each Series of Class B Certificates, the (i)
number and aggregate Principal Balance of Mortgage Loans with
respect to which Commencement of Foreclosure (as hereinafter
defined) has occurred, and (ii) the number and aggregate book
value (if available) of Mortgaged Properties which have been
acquired through foreclosure of the related Mortgage Loans, the
acceptance of a deed in lieu of foreclosure or the exercise of
other rights respecting the applicable Trustee's security interest
in the Mortgage Loans, and with respect to each Mortgage Loan, the
(i) unpaid principal balance of each such Mortgage Loan with
respect to which Commencement of Foreclosure has occurred, and
(ii) the book value (if
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available) of Mortgaged Property acquired through foreclosure of
the related Mortgage Loan, the acceptance of a deed in lieu of
foreclosure or exercise of other rights respecting the Trustee's
security interest in the related Mortgage Loan; and
(3) With respect to each Series, the amount of Realized Losses
allocable to the Certificates on the related Distribution Date
and, with respect to each Mortgage Loan, the amount of Realized
Losses attributable to such Mortgage Loan on the related
Distribution Date.
(b) For purposes of this Agreement, "Commencement of Foreclosure" shall
mean the first official action required under local law in order to commence
foreclosure proceedings or to schedule a trustee's sale under a deed of trust,
including (i) in the case of a mortgage, any filing or service of process
necessary to commence an action to foreclose, or (ii) in the case of a deed of
trust, the posting, publishing, filing or delivery of a notice of sale, but
not including in either case (x) the filing or delivery of any notice of
default, or notice of intent to foreclose or sell or any other action which is
a prerequisite to the actions specified in (i) or (ii) above, or (y) the
acceptance of a deed-in-lieu of foreclosure (whether in connection with a sale
of the related Mortgaged Property or otherwise) or (z) initiation and
completion of a short pay-off of a Mortgage Loan.
(c) Except as required by this Section 2.01, it is understood and agreed
that the Company shall have no obligation to provide any written report or
other information to the Class B Holder which the Company is not otherwise
required to provide to the Trustee under the terms and conditions of the
applicable Pooling and Servicing Agreement, provided, however, the Company
shall use reasonable efforts to provide to the Class B Holder such additional
information pertaining to the Delinquent Mortgage Loans as the Class B Holder
may reasonably request and the Class B Holder will reimburse the Company for
any reasonable out-of-pocket expenses incurred by it in providing such
additional information.
Section 2.02 Advisory Rights of Class B Holder.
(a) At any time prior to the designation of a Delinquent Mortgage Loan
as a Specially Serviced Mortgage Loan, the Class B Holder may contact the
Company's servicing personnel to obtain information regarding any action which
the Company proposes to take with respect to such Delinquent Mortgage Loan and
the Company agrees to consult with the Class B Holder concerning any such
proposed action, including, without limitation, any proposal to commence
foreclosure proceedings, to accept a deed-in-lieu of foreclosure, to consent
to a sale of Mortgaged Property at a loss, or, if permitted under the terms of
the related Pooling and Servicing Agreement, to purchase a Delinquent Mortgage
Loan. It is understood and agreed that the Class B Holder shall merely have
the right to offer suggestions and advice to the Company with respect to the
servicing of the Delinquent Mortgage Loan, but shall have no ability to direct
the Company's servicing activities with respect to such Delinquent Mortgage
Loan.
(b) In the event the Company agrees to purchase a Delinquent Mortgage
Loan at the Class B Holder's request, the Class B Holder shall deliver to the
Company, within forty eight (48) hours of its notice to the Company, an amount
equal to the purchase price and other funds necessary for the Company to
accomplish the purchase of such Delinquent Mortgage Loan from the Trustee
under the terms of the applicable Pooling and Servicing Agreement, plus an
amount equal to (i) all unreimbursed Servicing Advances and Advances; and all
accrued and unpaid or unreimbursed Master Servicing Fees due with respect to
such Specially Serviced Mortgage Loan as of the date of purchase from the
Trustee. Upon receipt of such amount, the Company shall promptly
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take all action necessary under the terms of the related Pooling and Servicing
Agreement in order to accomplish such purchase (i.e., to provide any required
notification to the Trustee) and to deliver title to such Delinquent Mortgage
Loan to the Class B Holder.
ARTICLE III
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SPECIALLY SERVICED MORTGAGE LOANS
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AND SPECIAL SERVICING PROCEDURES
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Section 3.01 Designation of Specially Serviced Mortgage Loans.
(a) Each Delinquent Mortgage Loan shall be deemed to be a Specially
Serviced Mortgage Loan as of the one hundred twentieth (120th) day of
delinquency. The Special Sub-Servicer shall commence the sub-servicing of such
Specially Serviced Mortgage Loan as of the first day of the month following
the month in which such Delinquent Mortgage Loan becomes a Specially Serviced
Mortgage Loan (the "Effective Date"). Notwithstanding the foregoing, to the
extent (i) a Specially Serviced Mortgage Loan reinstates to a current or less
than 120 days delinquent status before the Mortgagor notification (i.e., the
"goodbye letter") is sent; or (ii) a forbearance or workout plan has been
entered into with the Mortgagor(s) related to the Specially Serviced Mortgage
Loan, such Specially Serviced Mortgage Loan shall be deemed a Delinquent
Mortgage Loan or a Mortgage Loan, as applicable, and the sub-servicing thereof
shall not be transferred to the Special Sub-Servicer. With respect to each
Specially Serviced Mortgage Loan to be sub-serviced by the Special
Sub-Servicer, the Special Sub-Servicer shall, no later than the thirteenth
(13th) day of the month following the month in which such Delinquent Mortgage
Loan became a Specially Serviced Mortgage Loan (or if the thirteenth (13th)
day falls on a weekend or holiday, then the preceding business day), pay to
the Company an amount equal to all unreimbursed Advances and Servicing
Advances which have been made by the Company with respect to such Specially
Serviced Mortgage Loan, plus all accrued and unpaid or unreimbursed Master
Servicing Fees due with respect to such Specially Serviced Mortgage Loan as of
the date of the sub-servicing is to be transferred. The Company shall provide
to the Special Sub-Servicer reasonable detail setting forth the amount and
nature of such Advances and Servicing Advances and the calculation of such
Master Servicing Fees.
(b) In order to transfer the sub-servicing of the Specially Serviced
Mortgage Loans to the Special Sub-Servicer, the Company and the Special
Sub-Servicer shall comply with their respective obligations contained in the
transfer procedures set forth in Schedule II hereof.
Section 3.02. Sub-Servicing of Specially Serviced Mortgage Loans.
(a) Except as otherwise expressly provided herein, the Special
Sub-Servicer shall sub-service each Specially Serviced Mortgage Loan in
compliance with the terms and conditions of the related Pooling and Servicing
Agreement and the Special Sub-Servicer shall succeed to and undertake all
rights, duties and obligations of the Company to service the Specially
Serviced Mortgage Loans in accordance with the terms of the applicable Pooling
and Servicing Agreement, (including, without limitation, the obligation to
make Advances and Servicing Advances with respect to the Specially Serviced
Mortgage Loans, the right to purchase (or cause the Company to purchase) the
Specially Serviced Mortgage Loans from the related Trustee, the right to
receive a Master Servicing Fee following the related Effective Date with
respect to Specially Serviced Mortgage Loans and the right to reimbursement of
Advances and Servicing Advances made by
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the Special Sub-Servicer with respect to Specially Serviced Mortgage Loans).
(b) For each Series, the Special Sub-Servicer shall establish and
maintain a separate account with a depository institution which complies with
the same requirements for a Certificate Account as set forth in the applicable
Pooling and Servicing Agreement (the "Collection Account"). With respect to
each Specially Serviced Mortgage Loan, the Special Sub-Servicer (i) shall
deposit into the related Collection Account all amounts which the Company
would otherwise be required to deposit into the Certificate Account on behalf
of such Specially Serviced Mortgage Loan under the terms and conditions of the
applicable Pooling and Servicing Agreement; and (ii) may withdraw from the
related Collection Account all amounts which the Company would otherwise be
permitted to withdraw from the Certificate Account under the terms and
conditions of the applicable Pooling and Servicing Agreement. In addition, to
the extent required by the related Mortgage Note and not violative of current
law, the Special Sub-Servicer shall establish and maintain one or more
accounts (each, a "Sub-Servicer Escrow Account") and deposit and retain
therein all collections from the Mortgagors (or advances by the Master
Servicer) for the payment of taxes, assessments, hazard insurance premiums or
comparable items for the account of the Mortgagors. The Sub-Servicer Escrow
Account shall satisfy all of the terms and conditions relating to Escrow
Accounts in the related Pooling and Servicing Agreement, including without
limitation, the terms and conditions relating to deposits into, and
withdrawals from, the Escrow Accounts.
(c) No later than the eighteenth (18th) day of each month (or if the
eighteenth (18th) day falls on a weekend or holiday, then the preceding
business day) (the "Special Sub-Servicer Remittance Date"), the Special
Sub-Servicer shall remit to the Company, with respect to each Specially
Serviced Mortgage Loan, an amount which is equal to the amount which the
Company is required to remit to the Trustee for such Specially Serviced
Mortgage Loan under the terms and conditions of the applicable Pooling and
Servicing Agreement. Without limiting the foregoing, the amount remitted by
the Special Sub-Servicer shall include, all payments on account of principal
on such Specially Serviced Mortgage Loan, all payments on account of interest
on such Specially Serviced Mortgage Loan, net of the related Master Servicing
Fee and all required Advances. In addition, within 48 hours of its receipt
thereof, the Special Sub-Servicer shall remit to the Company any Insurance
Proceeds, Liquidation Proceeds received with respect to any Specially
Sub-Serviced Mortgage Loan, and Principal Prepayments, together with a report
in such detail as may be required to allow the Company to deliver on a timely
basis all information which the Company is required to deliver to the Trustee
under the applicable Pooling and Servicing Agreement. It is understood and
agreed that to the extent the Special Sub-Servicer remits to the Company
Insurance Proceeds, Liquidation Proceeds and Principal Prepayments related to
any Specially Sub-Serviced Mortgage Loan within the time frames required by
the preceding sentence, the Special Sub-Servicer shall have no obligation to
remit to the Company any Prepayment Interest Shortfall related to such
Specially Sub-Serviced Mortgage Loan for the month in which such Insurance
Proceeds, Liquidation Proceeds and Principal Prepayments were received. Each
such report shall be accompanied by an Officer's Certification in
substantially the form attached hereto as Schedule V.
(d) The Special Sub-Servicer shall make all remittances with respect to
the Specially Serviced Mortgage Loans underlying the related Series of Class B
Certificates, to the Company by wire transfer to the related accounts
identified in Schedule I, as amended from time to time to include Additional
Purchased Securities.
(e) One day prior to the Special Sub-Servicer Remittance Date, the
Special Sub-Servicer shall notify the Company in writing by facsimile or
e-mail of the total amount of any such remittance. The Special Sub-Servicer
shall provide to the Company reports in a form and in such detail as may
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be required by the Company in order to properly account for, and apply all
funds remitted to the Company hereunder and permit compliance by the Company
with its obligations under the applicable Pooling and Servicing Agreement.
(f) On or before the fifth (5th) business day of the month in which the
related Distribution Date will occur, the Special Sub-Servicer shall provide
to the Company a monthly report setting forth the information contained on
Exhibit A to Schedule II hereto with respect to each Specially Serviced
Mortgage Loan which shall be accompanied by an Officer's Certification
substantially in the form attached hereto as Schedule V. The information in
such report shall be provided as of the last day of the month preceding the
month in which the report is provided.
(g) To the extent the Special Sub-Servicer requires the original
promissory note, deed or trust or mortgage or other document from the
collateral file of a Specially Serviced Mortgage Loan in connection with the
performance of its duties hereunder, the Special Sub-Servicer shall send a
written request signed by an authorized officer of the Special Sub-Servicer
seeking the release of such document(s) on the form attached hereto as
Schedule III. The Company shall use its reasonable best efforts to obtain such
document(s) from the Trustee, or the appropriate custodian that is maintaining
such document(s) on behalf of the applicable Trustee, as applicable.
(h) When available in a particular county or other jurisdiction, the
Special Sub-Servicer shall consider using the services of CTC Real Estate
Services to conduct the foreclosure of a Specially Serviced Mortgage Loan
under CTC Real Estate Services' standard terms and conditions, including fees.
(i) Notwithstanding any provision herein to the contrary, the Special
Sub-Servicer shall: (i) in no event be obligated to effect any cure or remedy
in connection with a deficiency in the documentation for any Specially
Serviced Mortgage Loan to the extent such deficiency existed at the time such
Mortgage Loan became a Specially Serviced Mortgage Loan; or (ii) have any
responsibility for any obligations, duties, or liabilities of the Company with
respect to the servicing of a Specially Serviced Mortgage Loan that arose
prior to the related Effective Date for such Specially Serviced Mortgage Loan,
other than those which would customarily be assumed after the Effective Date.
Section 3.03 Termination of Special Sub-Servicer for Default.
(a) The Company shall have the right, immediately upon written notice,
to terminate the Special Sub-Servicer's right and obligation to sub-service
all of the Specially Serviced Mortgage Loans hereunder in the event (each such
event, an "Event of Default") of:
(i) any failure by the Special Sub-Servicer to remit to the
Company for distribution to the Certificateholders of a Series any
payment (including without limitation, any failure to make any
required Advance) required to be made under the terms of this
Agreement or the related Pooling and Servicing Agreement which
continues unremedied for a period of one day after the date upon
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Special Sub-Servicer by the
Company; or
(ii) any failure on the part of the Special Sub-Servicer duly to
observe or perform in any material respect any other of the
covenants or agreements in the applicable Pooling and Servicing
Agreement which continues unremedied for the period of time,
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if any, in which such breach must be cured; or
(iii) any failure on the part of the Special Sub-Servicer duly to
observe or perform in any material respect any other of the
covenants or agreements on the part of the Special Sub-Servicer
contained in this Agreement (including any breach of the Special
Sub-Servicer's representations and warranties contained in Section
5.03 hereof, which materially and adversely affects the interests
of the Certificateholders of a Series) which continues unremedied
for a period of 30 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been
given to the Special Sub-Servicer by the Company; or
(iv) a decree or order of a court or agency or supervisory
authority having jurisdiction in an involuntary case under any
present or future federal or state bankruptcy, insolvency or
similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered
against the Special Sub-Servicer and such decree or order shall
have remained in force undischarged or unstayed for a period of 60
consecutive days; or
(v) the Special Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Special Sub-Servicer or
of or relating to all or substantially all of its property; or
(vi) the Special Sub-Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to
take advantage of or otherwise voluntarily commence a case or
proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar statute, make an assignment for
the benefit of its creditors, or voluntarily suspend payment of
its obligations.
(b) If an Event of Default shall occur, then, and in each and every such
case, upon receipt of written notice from the Company, the Special
Sub-Servicer shall immediately remit to the Company all amounts in the
Collection Accounts and the Sub-Servicer Escrow Accounts and all rights of the
Special Sub-Servicer to sub-service the Specially Serviced Mortgage Loans
shall terminate. In addition, in the event the Special Sub-Servicer fails to
effect the Commencement of Foreclosure with respect to a Specially Serviced
Mortgage Loan on or before the date such Specially Serviced Mortgage Loan
becomes one hundred eighty (180) days delinquent or thereafter fails to
diligently pursue the completion of the foreclosure of such Specially Serviced
Mortgage Loan within maximum number of days for each State as set forth on
Schedule IV hereof, upon receipt of written notice from the Company, the
Special Sub-Servicer shall immediately remit to the Company all amounts in the
Collection Accounts and the Sub-Servicer Escrow Accounts held with respect to
the affected Specially Serviced Mortgage Loan and all rights of the Special
Sub-Servicer to sub-service the affected Specially Serviced Mortgage Loan
shall terminate. Following the receipt of written notice from the Company as
provided above, all authority and power of the Special Sub-Servicer to
sub-service all, or the affected Specially Serviced Mortgage Loans, as
applicable, shall pass to and be vested in the Company pursuant to and under
this Section 3.03, and the Special Sub-Servicer shall do all things necessary
to effect a transfer of the sub-servicing rights back to the Company. In this
regard, the Company is hereby authorized and empowered to execute and deliver,
on behalf of the Special Sub-Servicer, as attorney-in-fact or otherwise, any
and all documents and
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other instruments, and to do or accomplish all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the affected
Specially Serviced Mortgage Loans and related documents, or otherwise. The
Special Sub-Servicer agrees to cooperate with the Company in implementing the
termination of the Special Sub-Servicer's responsibilities and rights
hereunder, including, without limitation, the transfer to the Company or its
appointed agent for administration by it of all amounts in the possession of
the Special Sub-Servicer or thereafter be received with respect to the
Specially Serviced Mortgage Loans and the transfer of the sub-servicing rights
back to the Company .
Section 3.04 Early Termination of Class B Holder's Advisory Rights and
The Designation of Additional Delinquent Mortgage Loans as Specially Serviced
Mortgage Loans. With respect to each Series of Class B Certificates, the
rights and obligations of the Class B Holder and the Company that are set
forth in Article II of this Agreement shall be of no further force and effect
and no additional related Delinquent Mortgage Loan shall become or be deemed
to be a Specially Serviced Mortgage Loan pursuant to the provisions of Section
3.03, on and after the earliest to occur of the date on which (i) the
Certificate Principal Balance of the most subordinate Class B Certificate of
such Series has been reduced to zero in accordance with the terms of the
related Pooling and Servicing Agreement; or (ii) the Class B Holder no longer
owns at least fifty one percent (51%) of the entire then outstanding
Certificate Principal Balance of the most subordinate Class B Certificate of
such Series; (iii) the date on which a rating agency downgrades any
Certificate of the same Series as the applicable Class B Certificates as a
result of the transfer of the sub-servicing rights to the Special Sub-Servicer
pursuant to this Agreement; or (iv) the termination of the Company as the
servicer under related Pooling and Servicing Agreement (each of the events
described in items (i), (ii), (iii) and (iv) above, an "Early Termination
Event"). At any time following the occurrence of an Early Termination
described in items (i), (ii) or (iii) above, the Company may elect to
terminate the Special Sub-Servicer's right to sub-service any Specially
Serviced Mortgage Loans in the affected Series by providing at least fifteen
(15) days written notice to the Special Sub-Servicer. Upon the occurrence of
an Early Termination Event described in item (iv) above, the Special
Sub-Servicer's right to sub-service any Specially Serviced Mortgage Loans in
the affected Series shall be terminated immediately.
Section 3.05 Transfer of Sub-servicing to Company Following Repurchase
of Specially Serviced Mortgage Loan. In the event the Company is required by
the applicable Trustee to repurchase any Specially Serviced Mortgage Loan
under the terms of the applicable Pooling and Servicing Agreement, the Company
may elect to terminate the Special Sub-Servicer's right to sub-service any
such Specially Serviced Mortgage Loan by providing at least fifteen (15) days
written notice to the Special Sub-Servicer.
Section 3.06 Transfer of Sub-servicing to Company. Upon any termination
of the Special Sub-Servicer's rights to sub-service any Specially Serviced
Mortgage Loans, the Special Sub-Servicer shall re-transfer such sub-servicing
rights to the Company in a manner similar to the transfer of the servicing of
the Specially Serviced Mortgage Loans to the Special Sub-Servicer as described
in Schedule II hereto. On or promptly after the date the servicing of such
Specially Serviced Mortgage Loans is transferred back to the Company, the
Company shall reimburse the Special Sub-Servicer for any unreimbursed Advances
and Servicing Advances made by the Special Sub-Servicer (including any amounts
representing reimbursement of advances made by the Special Sub-Servicer to the
Company with respect to the transfer of the servicing of such loan to the
Special Sub-Servicer) plus any unpaid or unreimbursed Master Servicing Fees
which have accrued from the Effective Date through the date the subs-servicing
rights have been re-transferred to the Company.
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Section 3.07 No Other Termination. Except as otherwise expressly
provided herein, the Special Sub-servicer shall continue to sub-service each
Specially Serviced Mortgage Loan, until the liquidation or other disposition
of such Specially Serviced Mortgage Loan, including without limitation the
payment in full of such Specially Serviced Mortgage Loan or the foreclosure
sale of the underlying Mortgaged Property, regardless of whether the Specially
Serviced Mortgage Loan remains delinquent or becomes current. The Class B
Holder shall have no authority to terminate the Special Sub-Servicer's rights
and obligations hereunder and shall take no action to cause such termination
or otherwise impair or affect the ability of the Special Sub-Servicer to
perform its obligations hereunder.
Section 3.08 Special Sub-servicer Not to Resign; Appointment of
Successor Special Sub-Servicer.
(a) The Special Sub-Servicer shall not resign from its obligations and
duties hereunder except upon a determination that its duties hereunder are no
longer permissible under applicable law. In the event of any such resignation,
a successor to the Special Sub-Servicer shall be appointed by the Class B
Holder with the written consent of the Company, which consent shall not be
unreasonably withheld. The successor special servicer must have the
characteristics set forth in clauses (b) (i) and (b) (ii) below, and which
shall succeed to all rights and assume all of the responsibilities, duties and
liabilities of the Special Sub-Servicer under this Agreement simultaneously
with the termination of the Special Sub-Servicer's responsibilities, duties
and liabilities under this Agreement. In the event that the Special
Sub-Servicer's duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the foregoing, the Special Sub-Servicer shall
discharge such duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective date thereof with
the same degree of diligence and prudence which it is obligated to exercise
under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The removal of
the Special Sub-Servicer shall not become effective until a successor shall be
appointed pursuant to this Section 3.08.
(b) Any successor special sub-servicer shall (i) be an institution
having a net worth of not less than $1,000,000, and (ii) have and keep in full
effect its existence, rights and franchises as a corporation (or such other
corporate form), and shall obtain its qualification to do business as a
foreign corporation (or such other corporate form) in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement or any of the Specially Serviced Mortgage
Loans and to perform its duties under this Agreement. Any successor appointed
as provided herein shall execute, acknowledge and deliver to the Class B
Holder and the Company an instrument accepting such appointment, wherein the
successor shall make the representations and warranties set forth in Section
5.03, whereupon such successor shall become fully vested with all the rights,
powers, duties, responsibilities, obligations and liabilities of the Special
Sub-Servicer, with like effect as if originally named as a party to this
Agreement.
(c) Within 30 days of the appointment of a successor special servicer by
the Class B Holder, the Special Sub-Servicer shall prepare, execute and
deliver to the successor entity any and all documents and other instruments,
place in such successor's possession all servicing files related to the
Specially Serviced Mortgage Loans, and do or cause to be done all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination. The Special Sub-Servicer shall cooperate with the Class B Holder
and such successor in effecting the termination of the Special Sub-Servicer's
responsibilities and rights hereunder and the transfer of servicing
responsibilities to the successor special servicer, including without
limitation, the transfer to such
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successor of all amounts received by it with respect to the Specially Serviced
Mortgage Loans. Further, the Special Sub-Servicer shall execute and deliver
such instruments and do such other things as may reasonably be required to
more fully and definitively vest in the successor all such rights, powers,
duties, responsibilities, obligations and liabilities of the Special
Sub-Servicer.
ARTICLE IV
----------
AUDITING RIGHTS
---------------
4.01 Review of the Special Sub-Servicer's Sub-Servicing Activities. The
Company shall have the right, at its own expense and during normal business
hours, to review any and all of the books, records, or other information of
the Special Sub-Servicer which may be relevant to the Company's ability to
confirm that the Special Sub-Servicer is complying with its obligations to
sub-service the Specially Serviced Mortgage Loans in accordance with the terms
of this Agreement and the applicable Pooling and Servicing Agreement. In order
to discuss such books, records or other information, the Special Sub-Servicer
shall make personnel available who are knowledgeable about such matters.
ARTICLE V
---------
REPRESENTATIONS AND WARRANTIES
------------------------------
Section 5.01. Organizational and Other Related Warranties of the Class B
Holder. The Class B Holder hereby makes the following representations and
warranties to the Special Sub-Servicer:
(a) Organization and Good Standing. The Class B Holder is an entity duly
organized, validly existing, and in good standing under the laws of its state
of incorporation or formation or the laws of the United States.
(b) No Violation. Neither the execution and delivery by the Class B
Holder of this Agreement, nor the consummation by the Class B Holder of the
transactions contemplated hereby, nor the performance of and compliance by the
Class B Holder with the provisions of this Agreement, will conflict with or
result in a breach or violation of, or constitute a default (or an event
which, with notice or the lapse of time, or both, would constitute a default)
under, the organizational documents (its articles of incorporation or charter
or by-laws) of the Class B Holder, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or
local governmental or regulatory authority or court) binding on the Class B
Holder, or any of its respective properties, or any of the provisions of any
indenture, mortgage, contract, instrument, or other document to which the
Class B Holder is a party or by which it is bound, or result in the creation
or imposition of any lien, charge, or encumbrance upon any of their respective
properties pursuant to the terms of any indenture, mortgage, contract,
instrument, or other document. The Class B Holder is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in the Class B Holder's, good faith and reasonable judgment,
is likely to affect materially and adversely its ability to perform its
obligations hereunder.
(c) Authorization and Enforceability. The execution and delivery by the
Class B Holder of this Agreement, the consummation of the transactions
contemplated hereby, and the performance and compliance by the Class B Holder
with the terms hereof are within the powers of the Class B
10
Holder, and have been duly authorized by all necessary action on the part of
the Class B Holder. All organizational resolutions and consents necessary for
the Class B Holder to enter into and consummate all transactions contemplated
hereby have been obtained. This Agreement has been duly executed and delivered
by the Class B Holder and constitutes the legal, valid and binding obligation
of the Class B Holder, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium, and
other similar laws affecting creditors' rights generally, and to general
principles of equity, regardless of whether such enforcement is considered in
a proceeding in equity or at law. The Class B Holder has not failed to obtain
any consent, approval, authorization, or order of, or failed to cause any
registration or qualification with, any court or regulatory authority or other
governmental body having jurisdiction over it, which consent, approval,
authorization, order, registration, or qualification is required for, and the
absence of which would materially adversely affect, the legal and valid
execution, delivery, and performance of this Agreement by the Class B Holder.
(d) No Litigation or Adverse Conditions. No litigation is pending or, to
the best of the Class B Holder's knowledge, threatened against it, which, if
determined adversely to the Class B Holder would prohibit the Class B Holder
from entering into this Agreement or, in the good faith and reasonable
judgment of the Class B Holder, is likely to materially and adversely affect
either the ability of the Class B Holder to perform its obligations hereunder.
Section 5.02. Organizational and Other Related Warranties of the
Company. The Company hereby makes the following representations and warranties
to the Class B-Holder and the Special Sub-Servicer:
(a) Organization and Good Standing. The Company is an entity duly
organized, validly existing, and in good standing under the laws of its state
of incorporation or formation or the laws of the United States, and is in
compliance with the laws of each state in which any property is located to the
extent necessary to ensure the enforceability of each Mortgage Loan and to
perform its obligations hereunder and the applicable Pooling and Servicing
Agreement.
(b) No Violation. Neither the execution and delivery by Company of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by the Company with the provisions
hereof or of the Pooling and Servicing Agreement, will conflict with or result
in a breach or violation of, or constitute a default (or an event which, with
notice or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation or charter or by-laws)
of the Company, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on the Company, or any
of its properties, or any of the provisions of any indenture, mortgage,
contract, instrument, or other document (including, without limitation, any
Pooling and Servicing Agreement) to which the Company is a party or by which
it is bound, or result in the creation or imposition of any lien, charge, or
encumbrance upon any of their respective properties pursuant to the terms of
any indenture, mortgage, contract, instrument, or other document. The Company
is not otherwise in violation of any law, rule, regulation, judgment, decree,
demand, or order (of any federal, state or local governmental or regulatory
authority or court), which violation, in the Company's good faith and
reasonable judgment, is likely to affect materially and adversely either its
ability to perform its obligations hereunder or under the Pooling and
Servicing Agreements, or the financial condition of the Company.
(c) Authorization and Enforceability. The execution and delivery by the
Company of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and
11
compliance by the Company with the terms hereof and of the Pooling and
Servicing Agreements are within the powers of the Company, and have been duly
authorized by all necessary action on the part of the Company. All
organizational resolutions and consents necessary for the Company to enter
into and consummate all transactions contemplated hereby have been obtained.
This Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. The Company has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or
qualification with, any court or regulatory authority or other governmental
body having jurisdiction over the Company, which consent, approval,
authorization, order, registration, or qualification is required for, and the
absence of which would materially adversely affect, the legal and valid
execution, delivery, and performance of this Agreement by the Company.
(d) Approvals and Permits. The Company possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state,
federal, and foreign regulatory agencies or bodies necessary to conduct the
business now operated by it, and the Company has not received any notice of
proceedings relating to the revocation or modification of any such
certificate, authorization, or permit which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling, or finding, would materially
and adversely affect the conduct of the business, operations, financial
condition, or income of the Company.
(e) No Litigation or Adverse Conditions. No litigation is pending or, to
the best of the Company's knowledge, threatened against it, which, if
determined adversely to the Company would prohibit the Company from entering
into this Agreement or, in the good faith and reasonable judgment of the
Company, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing
Agreements or the financial condition of the Company. The Company has no
knowledge of any recent adverse financial condition or event with respect to
itself that, in its good faith and reasonable judgment, is likely to
materially and adversely affect its ability to perform its obligations
hereunder or under the Pooling and Servicing Agreements.
(f) Fidelity Bond; Errors and Omission Insurance. Each officer,
director, employee, consultant and advisor of the Company with
responsibilities concerning the servicing and administration of the Mortgage
Loans is covered by errors and omissions insurance and fidelity bond insurance
in the amounts and with the coverage required under the related Pooling and
Servicing Agreement for it to maintain. Neither the Company nor any of its
officers, directors, employees, consultants, or advisors involved in the
servicing or administration of the Mortgage Loans has been refused such
coverage or insurance.
Section 5.03. Organizational and Other Related Warranties of the Special
Sub-Servicer. The Special Sub-Servicer hereby makes the following
representations and warranties to the Company:
(a) Organization and Good Standing. The Special Sub-Servicer is an
entity duly organized, validly existing, and in good standing under the laws
of its state of incorporation or formation or the laws of the United States,
and is in compliance with the laws of each state in which
12
any property is located to the extent necessary to ensure the enforceability
of each Mortgage Loan and to perform its obligations hereunder.
(b) No Violation. Neither the execution and delivery by Special
Sub-Servicer of this Agreement, nor the consummation by it of the transactions
contemplated hereby, nor the performance of and compliance by the Special
Sub-Servicer with the provisions hereof , will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with
notice or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation or charter or by-laws)
of the Special Sub-Servicer, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or
local governmental or regulatory authority or court) binding on the Special
Sub-Servicer, or any of its properties, or any of the provisions of any
indenture, mortgage, contract, instrument, or other document to which the
Special Sub-Servicer is a party or by which it is bound, or result in the
creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. The Special Sub-Servicer is not
otherwise in violation of any law, rule, regulation, judgment, decree, demand,
or order (of any federal, state or local governmental or regulatory authority
or court), which violation, in the Special Sub-Servicer's good faith and
reasonable judgment, is likely to affect materially and adversely either its
ability to perform its obligations hereunder, or the financial condition of
the Special Sub-Servicer.
(c) Authorization and Enforceability. The execution and delivery by the
Special Sub-Servicer of this Agreement, the consummation of the transactions
contemplated hereby, and the performance and compliance by the Special
Sub-Servicer with the terms hereof are within the powers of the Special
Sub-Servicer, and have been duly authorized by all necessary action on the
part of the Special Sub-Servicer. All organizational resolutions and consents
necessary for the Special Sub-Servicer to enter into and consummate all
transactions contemplated hereby have been obtained. This Agreement has been
duly executed and delivered by the Special Sub-Servicer and constitutes the
legal, valid and binding obligation of the Special Sub-Servicer, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, and other similar laws affecting
creditors' rights generally, and to general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law.
The Special Sub-Servicer has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or
qualification with, any court or regulatory authority or other governmental
body having jurisdiction over the Special Sub-Servicer, which consent,
approval, authorization, order, registration, or qualification is required
for, and the absence of which would materially adversely affect, the legal and
valid execution, delivery, and performance of this Agreement by the Special
Sub-Servicer.
(d) Approvals and Permits. The Special Sub-Servicer possesses such
certificates, authorizations, licenses, and permits issued by the appropriate
state, federal, and foreign regulatory agencies or bodies necessary to conduct
the business now operated by it, and its has not received any notice of
proceedings relating to the revocation or modification of any such
certificate, authorization, or permit which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling, or finding, would materially
and adversely affect the conduct of the business, operations, financial
condition, or income of the Special Sub-Servicer.
(e) No Litigation or Adverse Conditions. No litigation is pending or, to
the best of the Special Sub-Servicer's knowledge, threatened against it,
which, if determined adversely to the Special Sub-Servicer would prohibit the
Special Sub-Servicer from entering into this Agreement or, in the good faith
and reasonable judgment of the Special Sub-Servicer, is likely to materially
and
13
adversely affect either its ability to perform its obligations hereunder or
the financial condition of the Special Sub-Servicer. The Special Sub-Servicer
has no knowledge of any recent adverse financial condition or event with
respect to itself that, in its good faith and reasonable judgment, is likely
to materially and adversely affect its ability to perform its obligations
hereunder.
(f) Fidelity Bond; Errors and Omission Insurance. Each officer,
director, employee, consultant and advisor of the Special Sub-Servicer with
responsibilities concerning the servicing and administration of the Mortgage
Loans is covered by errors and omissions insurance and fidelity bond insurance
in the amounts and with the coverage required under the related Pooling and
Servicing Agreement to be maintained by the Company as master servicer.
Neither the Special Sub-Servicer nor any of its officers, directors,
employees, consultants, or advisors involved in the servicing or
administration of the Mortgage Loans has been refused such coverage or
insurance.
(g) Approved Seller/Servicer. The Special Sub-Servicer is approved as a
seller/servicer of single-family mortgage loans by the ▇▇▇▇▇▇ ▇▇▇ and the
Department of Housing and Urban Development.
ARTICLE VI
----------
MISCELLANEOUS PROVISIONS
------------------------
Section 6.01 Resecuritization of Class B Certificates.
Notwithstanding anything to the contrary in Section 3.04 hereof, in the
event that the Class B Holder resecuritizes a Class B Certificate, either
directly as issuer or indirectly through an affiliated entity or an investment
bank as issuer, the rights of the Class B Holder set forth under Article II
and Article III of this Agreement shall relate to, and be exercisable with
respect to the Mortgage Loans of a related Series to the extent that and for
so long as the Class B Holder has beneficial ownership of at least fifty-one
percent (51%) of the most subordinate outstanding class of securities issued
in such resecuritization. If on any day the Class B Holder ceases to own at
least fifty-one percent (51%) the most subordinate outstanding class of
securities issued in the resecuritization of a Class B Certificate, an Early
Termination Event will be deemed to have occurred and the Company may
terminate the Special Sub-Servicer right to sub-service a Specially Serviced
Mortgage Loan in accordance with Section 3.04 hereof.
Section 6.02 Additional Purchases of Class B Certificates.
The parties acknowledge that from time to time, the Class B Holder may
purchase additional Class B Certificates for which the Class B Holder has the
beneficial ownership interest in the most subordinate class of securities of
the related Series (without regard to whether the Class B Holder has
transferred record title to such Class B Certificate pursuant to a repurchase
agreement or other financing arrangement) ("Additional Purchased Securities").
With respect to such Additional Purchased Securities, upon the request of the
Class B Holder and the occurrence of any of the following events:
(a) Additional Purchased Securities are purchased by the Class B
Holder directly from the Company or any of its affiliates in a
primary or secondary market transaction within ninety (90) days of
the initial issuance of the Additional Purchased Securities; or
14
(b) Additional Purchased Securities are purchased from any entity
other than the Company or any of its affiliates within ninety (90)
days of the initial issuance of such Additional Purchased
Securities and the Class B Holder's payment to the Company of an
amount equal to one percent (1.00%) of the original face amount of
the most subordinate class of securities (the first loss piece) of
the related Series,
the Series for the Additional Purchased Securities and the related pool of
Mortgage Loans underlying the Additional Purchased Securities shall be made
subject to this Agreement. Any Additional Purchased Securities purchased from
the Company, any of its affiliates or any other entity, beyond the ninety (90)
day term specified above shall be added to this Agreement at the Company's
sole and absolute discretion and at a price to be negotiated on a case by case
basis.
The addition of any Series for the Additional Purchased Securities and
the related pool of Mortgage Loans underlying such Additional Purchased
Securities shall be conditioned upon and evidenced by the Company's, the Class
B Holder's and the Special Sub-Servicer's execution of a letter substantially
in the form of Exhibit D hereto (the "Confirmation") and the payment of the
Special Servicing Premium, if any, specified therein. Upon the full execution
of the Confirmation and the payment of the Special Servicing Premium, if any,
specified therein, Schedule I shall be deemed to have been amended to reflect
the addition of the Series identified therein and the related pool of Mortgage
Loans underlying such Additional Purchased Securities. "Additional Purchased
Securities" shall not include any Series or mortgage-backed securities created
or issued in any securitization in which IndyMac Bank or any of its affiliates
participated as the seller or servicer of the related mortgage loans.
Notwithstanding the foregoing, each of the parties to this Agreement may
elect to terminate the provisions of this Section 6.02 and render them of no
further force and effect upon providing the other parties five (5) days prior
written notice of such party's election. No election pursuant to this Section
6.02 shall have any effect on any Series of Class B Certificates or the
related pool of underlying Mortgage Loans that were made subject to this
Agreement prior to such election.
Section 6.03 Indemnification.
Each of the Company, the Class B Holder and the Special Sub-Servicer
(each as such, an "Indemnifying Party") shall defend, indemnify and hold the
other parties hereto (each as such, an "Indemnified Party") harmless from and
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any
other costs, fees and expenses (individually and collectively, the "Claims")
that such Indemnified Party may sustain as a result of the breach by any party
of its obligations under the terms of this Agreement. The parties further
agree that the Special Sub-Servicer shall defend, indemnify and hold the
Company harmless from and against any and all Claims that the Company may
sustain in any way related to any negligence, willful misconduct, or any
action taken by, or failure to act on the part of the Special Sub-Servicer in
connection with the performance of the sub-servicing activities pursuant to
this Agreement.
Section 6.04 Amendment.
This Agreement may be amended from time to time by written agreement
signed by each of the parties hereto.
Section 6.05 Counterparts.
15
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original and
such counterparts shall constitute but one and the same instrument.
Section 6.06 Governing Law.
This 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 such laws.
Section 6.07 Notices.
Unless otherwise provided herein, all demands, notices and direction
hereunder shall be in writing and sent by overnight mail, telecopy or via
e-mail and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Countrywide Home Loans, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
or such other address as may hereafter be furnished to the Class B
Holder and the Special Sub-Servicer in writing.
(b) in the case of the Class B Holder,
Credit-Based Asset Servicing and Securitization LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: B-Piece Surveillance Department
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail:
or such other address as may hereafter be furnished to the Company
in writing.
(c) in the case of the Special Sub-Servicer,
▇▇▇▇▇▇ Loan Servicing LP
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
16
or such other address as may hereafter be furnished to the Company
in writing.
Section 6.08 Survival of Representations and Warranties; Severability of
Provisions.
Each of the representations and warranties made herein shall survive the
execution, delivery, performance and termination of this Agreement. If any one
or more of the covenants, agreements, provisions or terms of this Agreement
shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions of this
Agreement. 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 nearly as
possible the same as the economic effect of this Agreement without regard to
such invalidity.
Section 6.09 Successors and Assigns.
This Agreement may not be assigned by any party hereto without the prior
written consent of each of the other parties hereto. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto.
Section 6.10 Definitions.
Capitalized terms used but not otherwise defined in this Agreement shall
have the respective meanings ascribed thereto as set forth in the related
Pooling and Servicing Agreement.
Section 6.11 Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 6.12 Confidentiality.
The Class B Holder and the Special Sub-Servicer each agree that any and
all information supplied to it by or on behalf of the Company pursuant to this
Agreement, including individual Mortgagor account information, is the property
of the Company and each of the Class B Holder and the Special Sub-Servicer
agree to use such information only for the purposes contemplated by this
Agreement and otherwise hold such information confidential and not to disclose
such information to any other person or entity for any other reason.
Section 6.13 Class A Certificates.
The Class B Holder agrees, that without the prior written consent of the
Company, so long as Class B Holder or any of its affiliates is a party to this
Agreement and the holder or owner of any Class B Certificates of a Series,
neither it nor any of its affiliates shall purchase, or trade any Certificates
of such Series which have been registered under the Securities Act of 1933, as
amended.
Section 6.14 No Partnership.
17
Nothing herein shall be deemed or construed to create a partnership or
joint venture between the parties hereto and the services of the Company shall
be rendered as an independent contractor and not as an agent for the Company.
Section 6.15 Effect of Termination of Sub-servicing Rights or
Resignation of Special Sub-Servicer.
Neither the termination of this Agreement or any of the Special
Sub-Servicer's rights to sub-service all or any of the Specially Serviced
Mortgage Loans nor the resignation by the Special Sub-Servicer from its duties
herein shall have no affect on any obligation or liability of the Special
Sub-Servicer then outstanding.
Section 6.16 Right of Offset.
The Company shall have the right to offset any moneys the Company owes
to the Class B Holder or the Special Sub-Servicer against any moneys due to
the Company from the Class B Holder or the Special Sub-Servicer, as
applicable, under this Agreement.
IN WITNESS WHEREOF, each of the parties hereto have caused its name to
be signed hereto by its respective officer thereunto duly authorized, all as
of the day and year first above written.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
CREDIT-BASED ASSET SERVICING AND
SECURITIZATION LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ LOAN SERVICING LP
By: ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Name: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
18
EXHIBIT D
FORM OF CONFIRMATION
[C-BASS LETTERHEAD]
[DATE]
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President, Transaction Management
Countrywide Home Loans, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Special
-------
Sub-Servicing Agreement and Additional Purchased Securities
-----------------------------------------------------------
Gentlemen and Ladies:
This letter (this "Confirmation") confirms that upon the execution and
delivery of this Confirmation by each of the parties, the payment of the
Special Servicing Premium and the full satisfaction of any and all other terms
and conditions set forth herein, that the Series of Additional Purchased
Securities identified below, and the related pool(s) of Mortgage Loans, shall
be made subject to the Amended and Restated Special Sub-Servicing Agreement
dated April ___, 2001, by and among the Company, the Class B Holder and the
Special Sub-Servicer (the "Sub-Servicing Agreement").
Deal Bloomberg CUSIP Original Class(es) Sold by Original Face Special
Ticker Issue Date CSC (Y/N) Amount of First Servicing
Loss Bond Premium
All remittances with respect the Specially Serviced Mortgage Loans underlying
the Class B Certificate added hereby shall be made to the related custodial
accounts identified on Schedule I hereto.
Upon placing its signature on this Confirmation, each of Class B Holder, the
Special Sub-Servicer and the Company again makes, with respect to itself and
each Loan, as applicable, all of the representations, warranties and covenants
made by each such party in the Special Sub-Servicing Agreement, except as the
same may be amended by this Confirmation.
All exhibits hereto are incorporated herein in their entirety. In the event
there exists any inconsistency between the Sub-Servicing Agreement and this
Confirmation with respect to the Series to be added hereby, the latter shall
be controlling notwithstanding anything contained in the Sub-Servicing
Agreement to the contrary. All capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the
Sub-Servicing Agreement.
D-1
Kindly acknowledge your agreement to the terms of this Confirmation by signing
in the appropriate space below and returning this Confirmation to the
undersigned. Telecopy signatures shall be deemed valid and binding to the same
extent as the original.
Credit-Based Asset Servicing and Securitization LLC,
as Class B Holder
By:
----------------------------------------
Name:
Title:
Acknowledge and agreed:
▇▇▇▇▇▇ Loan Servicing LP,
as the Special Sub-Servicer
By:
----------------------------------------
Name:
Title:
Countrywide Home Loans, Inc.,
as the Company
By:
--------------------------------------
Name:
Title:
D-2
SCHEDULE I TO EXHIBIT D
Custodial Accounts
------------------
D-3
SCHEDULE II
SPECIAL SERVICING TRANSFER PROCEDURES
Any transfer of sub-servicing with respect to a Specially Serviced
Mortgage Loan shall be effected according to the following timeline. All dates
set forth below are for illustrative purposes only. Capitalized terms used in
this Schedule shall have the meanings ascribed thereto in the Agreement.
Timeline
Last business day of Month One
Mortgagor is 119 Days Delinquent.
3rd business day of Month Two
The Company receives an electronic file from its Collections Department
on all Specially Serviced Mortgage Loans (all 120+ delinquent loans).
4th business day of Month Two
The Company sends the electronic file to Class B Holder/Special
Sub-Servicer of all Specially Serviced Mortgage Loans with information
designating those Specially Serviced Mortgage Loans where a forbearance
plan or workout is in progress and those Specially Serviced Mortgage
Loans where there is no plan or workout in progress or in place.
6th business day of Month Two
The Company and the Special Sub-Servicer coordinate the transfer of
servicing of the Specially Serviced Mortgage Loans as provided below.
14th business day of Month Two
The Company prepares and mails the 'goodbye letters' to the mortgagors.
20th Calendar Day of Month Two
The Special Sub-Servicer prepares and mails the 'welcome letters' to the
mortgagors.
1st business day of Month Three Effective Date.
On or Before 5th business day of Month Three
In accordance with the Servicing Transfer Instructions, Company sends
Special Sub-Servicer final transfer data (e.g., trial balance, loan
files, current and previous 2 years' history records (if applicable),
all default-related correspondence, and all collection, foreclosure and
bankruptcy files);
Company provides Special Sub-Servicer with detailed reimbursement
request relating to Advances and Servicing Advances; and
Company sends Special Sub-Servicer a check or wire for the net (positive
net of negative) escrow and unapplied funds.
Company provides Special Sub-Servicer with ending balances via an
electronic file.
Five business days following end-of-the-month cutoff of Month Four Special
Sub-Servicer reports the data contained in Schedule A to Company.
II-1
On the 18th of Month Four or prior business day if the 18th falls on a weekend
or holiday
Special Sub-Servicer shall wire the scheduled principal interest
payments on all Specially Serviced Loans.
--------------------
II-2
Servicing Transfer Instructions
-------------------------------
I. NOTIFICATION OF LOANS TO TRANSFER
A. Company will prepare and provide a list of all Specially Serviced
Mortgage Loans past 120 days delinquent. The list shall be provided to
Special Sub-Servicer on the 4th business day of each month.
B. The sub-servicing of the Specially Serviced Mortgage Loans shall be
transferred to the Special Sub-Servicer effective the first day of each
month following the month in which such Delinquent Mortgage Loan became
a Specially Serviced Mortgage Loan.
II. CONVERSION DATA
Dependent upon the volume of Specially Serviced Mortgage Loans transferred in
a month based on the aggregate unpaid principal balance of the Specially
Serviced Mortgage Loans as of the last day of Month Two, the sub-servicing of
such Specially Serviced Mortgage Loans shall be accomplished by one of the
following mutually agreed upon conversion methods:
A. Manual conversion
1. Company to provide a "master file data record" for each loan
(accompanied by a listing of all code definitions).\
2. Company to provide a trial balance containing all of the Specially
Serviced Mortgage Loans.
B. Electronic conversion
1. Information shall be provided in an electronic file containing
mutually agreed upon fields.
2. Company to provide a trial balance containing all of the Specially
Serviced Mortgage Loans.
Preliminary information for either a manual or electronic conversion shall be
provided within 3 business days of receipt of the List of Loans to Transfer to
provide time for Special Sub-Servicer to verify and load the information, with
the exception of the specific data that is determined at the Effective Date.
III. HOMEOWNER NOTIFICATION
A. Company shall mail the mortgagor notification (good-bye letter) fifteen
days prior to the Effective Date. Company shall use a form of notification
which is mutually acceptable to the Special Sub-Servicer and Company.
B. Special Sub-Servicer shall mail the mortgagor notification (welcome letter)
and shall use a form of notification which is mutually acceptable to the
Special Sub-Servicer and Company.
IV. HAZARD / FLOOD INSURANCE
A. Company to notify the hazard insurers of a change to the mortgagee clause
as follows:
▇▇▇▇▇▇ Loan Servicing LP
Its Successors or Assigns
II-3
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
B. Copies of the mortgagee clause change requests shall be provided to Special
Sub-Servicer.
C. Any unpaid policies, expiration notices, cancellation notices, Specially
Serviced Mortgage Loans with expired policies shall be properly identified,
sorted and marked for special handling.
D. Company to provide a list of Specially Serviced Mortgage Loans under "force
place coverage" program. Company will cancel the force order insurance in
place for a Specially Serviced Mortgage Loan at the time of the transfer of
the sub-servicing.
V. FHA LOANS
A. Company to provide screen prints to include the following items on
Specially Serviced Mortgage Loans which are FHA insured government loans with
a monthly premium.
1. Loan number
2. FHA case number
3. Anniversary date
4. Annual premium
5. Monthly amount
6. Total MIP paid to date
7. Next month the premium is due
B. Company to provide screen prints to include the following items on
Specially Serviced Mortgage Loans which are FHA insured government loans where
the full premium was paid up front.
1. Loan number
2. FHA case number
3. Insuring date
4. Amount of prepaid premium
C. Company to prepare HUD Form 92080 with Special Sub-Servicer's HUD mortgagee
number (72313) and forward to HUD electronically. Proof of submission shall be
forwarded to Special Sub-Servicer.
VI. CONVENTIONAL LOANS
A. Individual PMI certificates shall be retained in the Servicing File
B. Company to prepare notifications to the PMI companies requesting a change
of servicer to Special Sub-Servicer. Copies shall be forwarded to Special
Sub-Servicer.
C. Company to provide electronic copy of all Specially Serviced Mortgage Loans
with PMI to include:
1. Loan number
2. PMI company
3. PMI certificate number
4. Next due date
5. Last amount paid
VII. REAL ESTATE TAXES
II-4
A. Company to forward individual loan tax records showing payee, due dates,
frequency of payment, next due date, last paid date and last paid amount.
B. To the extent the related Mortgagor is required to maintain an escrow
account for property taxes and insurance premiums, the Company shall ensure
that all property taxes for any such Specially Serviced Mortgage Loan are paid
current prior to the Effective Date.
C. All tax bills received after the Effective Date shall be forwarded to Special
Sub-Servicer for payment.
D. The Special Sub-Servicer will obtain a tax service contract for each of the
Specially Serviced Mortgage Loans.
VIII. INVESTOR REPORTS
A. Company to provide a copy of the most recent trial balance as of the last
day of Month Two.
B. Company to provide ending scheduled balance as of the last day of Month Two
on the fifth business day of Month Three.
C. Company to provide a report detailing advanced delinquent principal and net
interest plus the schedule principal and interest due as of the Effective Date
for each Specially Serviced Mortgage Loan.
IX. OTHER
A. Company to provide hardcopies of the last 24 months history for each
Specially Serviced Mortgage Loan accompanied by an explanation of the
transaction codes.
B. Company to provide copies of the last escrow analysis for each Specially
Serviced Mortgage Loan with an explanation of analysis method (cushion, etc.).
C. Company to provide the servicing file for each Specially Serviced Mortgage
Loan in hardcopy or microfiche format.
D. Company to provide the currently active collection records and pertinent
information on Delinquent Mortgage Loans.
E. Net escrow and unapplied funds as of the Effective Date shall be sent to
Special Sub-Servicer via check or wire within three business days of the
transfer, accompanied by an explanation of Unapplied Funds codes.
F. The advances (exclusive of escrow advances, which shall be handled in
Section X (E) above) incurred by Company shall be billed to Special
Sub-Servicer accompanied by appropriate documentation. Special Sub-Servicer to
reimburse Company via check or wire for all advances (exclusive of escrow
advances, which shall be handled in Section X (E) above) on the subject
Specially Serviced Mortgage Loans within three business days of receipt of
billing.
G. Company to provide a listing containing the mortgagor name, co-mortgagor
name, property address and mailing address for preparation of Special
Sub-Servicer's Notification Letters.
H. Company to provide the following items, sorted and clearly marked for
special handling.
1. Active foreclosure and bankruptcy files should have the status
shown on the front of
II-5
each file.
2. Insurance loss drafts should provide all documentation on the
current status.
3. Unprocessed payoff funds should be accompanied by a copy of the
payoff quotation.
4. Information should be furnished on any pending payoff or assumption.
5. Information on any incomplete partial releases should be provided.
I. Loan payments received with respect to the Specially Serviced Mortgage
Loans after the Cut-off Date shall be endorsed to ▇▇▇▇▇▇ Loan Servicing LP.
and forwarded by overnight service to the following address within twenty-four
hours, properly identified with Company's loan number.
▇▇▇▇▇▇ Loan Servicing LP.
Attn: Cashiering Department
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Returned items received after the Effective Date shall be forwarded to Special
Sub-Servicer for reimbursement. Special Sub-Servicer to reimburse Company
within 10 business days of receipt.
J. Company to ship all loan files and copies of the collateral file
documentation related to the Specially Serviced Mortgage Loans (other than any
documents which are held by the applicable custodian pursuant to the related
Pooling and Servicing Agreement) by the 3rd business day after the Cut-off
Date. Notwithstanding the foregoing, the Company shall retain all original
credit files relating to the Specially Serviced Mortgage Loans and shall
provide copies thereof to the extent requested by the Special Sub-Servicer in
connection with its duties under the Agreement. Any information, such as
preliminary trial balances, master file data records, delinquency information,
etc. shall be furnished as early as possible prior to the Effective Date.
All shipments to be sent to:
▇▇▇▇▇▇ Loan Servicing LP
Attn:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
K. Company to furnish all required IRS reporting statements for the current
year up to the Effective Date, both to the mortgagors and to the appropriate
government agencies. Special Sub-Servicer to furnish all required year-end
reporting commencing on the effective date of transfer through the year-end.
II-6
EXHIBIT A to Schedule II
(attached)
II-A-1
Schedule III
REQUEST FOR RELEASE OF DOCUMENTS
----------------------------------------------------------------------------------------------------------------------------------
To: Countrywide Home Loans, Inc. Date: Dept. :Document Control
Ref. #:
----------------------------------------------------------------------------------------------------------------------------------
Commitment #:
Mortgagors Name. Property Address. Zip Code ▇▇▇▇▇▇ Loan Servicing LP Loan #:
Investor Loan #:
-------------------------------------------------------------------------------------------------------------
Original Mortgage Amount ______________________________ $ __________________
Date of Original Mortgage ______________________________ __________________
Interest Rate ______________________________ __________________
Monthly fixed Installment (P&I) ______________________________ $ __________________
Paid Thru Date: ______________________________ __________________
----------------------------------------- ---------------------------------------- --------------------------
Please release the requested documents for purpose of: Settlement or Expected Return Date:
| | Mortgage Paid in Full $_____________________ ____________________________
| | Foreclosure $_____________________ ____________________________
| | Substitutions $_____________________ ____________________________
| | Other Liquidations $_____________________ ____________________________
| | Non-Liquidations $_____________________ ____________________________
* All amounts that borrower is obligated to pay under the note, the mortgage
and any other document pertaining to the mortgage loan including but not
limited to all required payment of principal and interest, have been paid in
full and delivered to Countrywide Home Loans, Inc. pursuant to that certain
Special Sub-Servicing Agreement. If applicable, ▇▇▇▇▇▇ Loan Servicing LP has
paid interest on the amount repaid (if not by the borrower) through the end of
the month and has deposited such amount with Countrywide Home Loans, Inc..
Explanation of Request: _______________________________________________________________________________
_______________________________________________________________________________
The undersigned ▇▇▇▇▇▇ Loan Servicing LP requests for lease of Loan Documents
for the purpose above. ▇▇▇▇▇▇ Loan Servicing LP shall indemnify Countrywide
Home Loans, Inc. in the event of a failure on the part of ▇▇▇▇▇▇ Loan
Servicing LP to return Legal Departments as required by Agreement.
Please forward to ▇▇▇▇▇▇ Loan Servicing LP at the following address (Courier or U. S. Mail):
----------------------------
▇▇▇▇▇▇ Loan Servicing LP's
Authorized Signature
=============================================================================================================
The following original legal documents are released to ▇▇▇▇▇▇ Loan Servicing LP:
| | Note | | Security Instrument | | Title Policy | | Assignments
Authorized By:_____________________ Date_________ Released By:________________________ Date:_______
Signature of Investor Signature of Investor's/Trustee's
Authorized Representative Authorized Representative
(if applicable)
=============================================================================================================
Return of released document(s):
| | Reinstated | | Documents Corrected | | Other ______________________________
______________________________________________ __________________________
Purchaser's Authorized Representative Date Document(s) Returned
III-1
Schedule IV
Maximum Number of Days From
Commencement of Foreclosure To Foreclosure Sale by State:
-------------------------------------------------------------------------------
Alabama 57 Missouri 55
Alaska 125 Montana 142
Arizona 127 Nebraska 167
Arkansas 150 Nevada ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ 70
Colorado 125 New Jersey ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ 300
Delaware 200 New York City [**] 336
Florida 175 North Carolina ▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 150
Guam 275 Ohio 227
Hawaii 167 Oklahoma 189
Idaho 146 Oregon 158
Illinois 300 Pennsylvania ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 250
Iowa 167 Rhode Island 108
Kansas 177 South Carolina 207
Kansas ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ 67
Louisiana 239 Texas 53
Maine 342 Utah 138
Maryland 96 Vermont 233
Massachusetts 101 Virgin Islands 250
Michigan 75 Virginia 82
Minnesota 89 Washington ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 100
Wisconsin 319
Wyoming 83
-------------------------------------------------------------------------------
IV-1
Schedule V
Form of Officer's Certification
(attached)
V-1
OFFICER'S CERTIFICATION
RE: Deal Name: (use the pool name reflected on Schedule A)
___________
___________
CHL Loan #: _______________ Special Servicer Loan #: ___________
CHL Investor #: _____________
Borrowers Name: ______________________
Property Address: __________________________________
City, State Zip Code: _____________________________
MM/YY Ending Scheduled Balance 0.00
Plus: Advanced P&I Advances
Principal Interest
--------- --------
(Each payment advanced needs to be detailed below in accordance to the format
below)
MM/YY Payment 0.00 0.00
Total Principal and Interest Payments 0.00
Plus: Other Expenses
Attorney Fees 0.00
Property Preservation 0.00
MI/Hazard Insurance Premiums 0.00
BPO 0.00
Overdrawn Escrow 0.00
Total Other Advances 0.00
Total Funds Due Servicer 0.00
Sales Proceeds 0.00
Loss Draft Proceeds 0.00
Total Proceeds 0.00
Total Realized Loss 0.00
Type of Loss:
I certify that the foregoing and all information, including any accompanying
statements or documents, are true, correct and complete to the best of my
knowledge and belief.
---------------------------------------- ------------------
Officer Name, Title Date
V-2
▇▇-▇▇ SSA Standard Flow
AMENDMENT NO. 1
TO
SPECIAL SUB-SERVICING AGREEMENT
This AMENDMENT NO. 1 TO SPECIAL SUB-SERVICING AGREEMENT
("Amendment") effective as of May 1, 2001, among Countrywide Home Loans, Inc.
(the "Company"), Credit Based Asset Servicing and Securitization LLC (the
"Class B Holder"), and ▇▇▇▇▇▇ Loan Servicing LP (the "Special Sub-Servicer").
Preliminary Statements.
(1) The Company, the Class B Holder and the Special Sub-Servicer
are parties to a Special Sub-Servicing Agreement dated as of May 1, 2001 (the
"Special Sub-Servicing Agreement");
(2) The Class B Holder desires to modify the restrictions set
forth in Section 6.13 to conform to current regulatory requirements and market
practices, and
(3) The Company, the Class B Holder and the Special Sub-Servicer
each desire to amend the Special Sub-Servicing Agreement to accomplish the
foregoing.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendments to the Special Sub-Servicing Agreement. Upon
the satisfaction of the conditions precedent set forth in Section 2 below, the
Special Sub-Servicing Agreement is amended, effective as of the effective
date of this Amendment:
1.01. Article VI of the Special Sub-Servicing Agreement is hereby
amended and modified by deleting Section 6.13 in its entirety and inserting it
in place the following:
" Section 6.13 Class A Certificates The Class B Holder agrees,
that without the prior written consent of the Company, so long as Class
B Holder is a party to this Agreement and a holder of any Class B
Certificates of a Series, no employee of the Class B Holder who has
received non-public information with respect to any to a Series will be
involved in the investment decision process in connection with any
purchase, sell or trade of any publicly registered Certificates of the
same Series. The Class B Holder represents, warrants and covenants that
it has implemented and shall continue to implement reasonable policies
and procedures, taking into consideration the nature of the Investor's
business, to insure that individuals making investment decisions would
not violate the laws prohibiting trading on the basis of material
nonpublic information. The Class B Holder further agrees to use such
information in compliance with all applicable laws and regulations
promulgated by the United States Securities and Exchange Commission."
SECTION 2. Conditions Precedent. This amendment shall become
effective and be deemed effective as of the date first above written when (a)
the parties hereto shall have
-1-
▇▇-▇▇ SSA Standard Flow
duly executed this Amendment.
SECTION 3. Representations and Warranties. Each of the parties
hereto represents that this Amendment has been duly authorized, executed and
delivered by it pursuant to its corporate powers and constitutes the legal,
valid and binding obligation of such party.
SECTION 4. Effect of Amendment. Other than as identified herein,
there are no other amendments to the Special Sub-Servicing Agreement, and the
remainder of the Special Sub-Servicing Agreement shall remain in full force
and effect.
SECTION 5. Defined Terms. Any capitalized term not otherwise
defined herein shall the meaning assigned to such term in the Special
Sub-Servicing Agreement.
SECTION 6. Governing Law. This 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
such laws.
SECTION 7. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the
same Amendment. Delivery of an executed counterpart of a signature page to
this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.
[signatures begin on next page]
-2-
▇▇-▇▇ SSA Standard Flow
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CREDIT-BASED ASSET SERVICING AND
SECURITIZATION LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ LOAN SERVICING LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
-3-