ADDITIONAL COLLATERAL SERVICING AGREEMENT
This ADDITIONAL COLLATERAL SERVICING AGREEMENT (this "Agreement"),
dated as of August 1, 2002, is made among Cendant Mortgage Corporation (the
"Servicer"), RWT Holdings, Inc. (the "Purchaser"), and Redwood Trust, Inc. (the
"Guarantor").
W I T N E S S E T H:
WHEREAS, Purchaser is the Purchaser pursuant to the terms and
provisions of that certain Mortgage Loan Flow Purchase, Sale and Servicing
Agreement, dated August 1, 2002, among the Servicer, the Purchaser and the
Guarantor (the "Purchase and Servicing Agreement"); and
WHEREAS, Purchaser will purchase under the Purchase and Servicing
Agreement from time to time certain Mortgage Loans that were originated by MLCC
and secured by collateral in addition to the real property securing such
Mortgage Loans (any such loans subject to the Purchase and Servicing Agreement
and identified on the Mortgage Loan Schedule from time to time, the "Additional
Collateral Mortgage Loans"); and
WHEREAS, that with respect to each Additional Collateral Mortgage Loan,
Servicer is a party to (or assignee of ) either: (a) a Mortgage 100K Pledge
Agreement; or (b) a Parent Power(R) Agreement; and
WHEREAS, in connection with the Mortgage 100K Loans and those Parent
Power(R) Mortgage Loans supported by a Parent Power(R) Guaranty and Security
Agreement for Securities Account (collectively, the "Pledge Agreements"), the
Additional Collateral Mortgage Loans are secured by real property of the
applicable borrower and by the pledges of certain securities in a Securities
Account of the borrower or parent of the borrower (the "Securities Accounts");
and
WHEREAS, in connection with the Parent Power(R) Loans supported by a
Parent Power(R) Guaranty Agreement for Real Estate, the Additional Collateral
Mortgage Loans are secured by the real property of the applicable borrower and
the real property of the applicable guarantor of such loan; and
WHEREAS, Servicer and MLCC have entered into a Loan Purchase and Sale
Agreement, dated as of December 15, 2000 (the "Loan Purchase and Sale
Agreement"), under which MLCC will administer and service the Additional
Collateral with respect to the Additional Collateral Mortgage Loans; and
WHEREAS, Purchaser has requested Servicer, and Servicer has agreed, to
administer and service the Additional Collateral, provided that the Servicer
shall have no obligation to do so unless it shall have assumed the obligations
of MLCC as successor Servicer under the Loan Purchase and Sale Agreement,.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
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Section 1. Definitions.
For all purposes of this Agreement, except as otherwise expressly
provided herein or unless the context otherwise requires, all capitalized terms
shall have the meanings set forth below:
"Additional Collateral": (i) With respect to any Mortgage 100K Loan,
the Securities Account and the financial assets held therein subject to a
security interest pursuant to the related Mortgage 100K Pledge Agreement, or
(ii) with respect to any Parent Power(R) Mortgage Loan, the related Parent
Power(R) Agreement and collateral pledged pursuant thereto.
"Additional Collateral Agreements": Each Mortgage 100K Pledge
Agreement, Parent Power(R) Guaranty and Securities Agreement for Securities
Account, Parent Power(R) Guaranty Agreement for Real Estate and the Control
Agreement, for each Additional Collateral Mortgage Loan.
"Additional Collateral Mortgage Loan": Each Mortgage Loan as to which
Additional Collateral was required to be provided at the closing thereof, which
is subject to the terms of this Agreement from time to time.
"Additional Collateral Servicer": Either (i) MLCC or (ii) Cendant, if
MLCC's obligations to administer the Additional Collateral as provided in the
Loan Purchase and Sale Exhibit have been terminated with respect to the
Additional Collateral Mortgage Loans sold under the Purchase and Servicing
Agreement.
"Agreement": This Additional Collateral Servicing Agreement.
"Appraised Value": With respect to any Mortgage Loan, the value of the
related Mortgaged Property based upon the lesser of (i) the appraisal made for
the Additional Collateral Servicer at the time of origination of the Mortgage
Loan, and (ii) if applicable, the sales price of the Mortgaged Property at such
time of origination.
"Control Agreement": With respect to each Mortgage 100K Loan, the
▇▇▇▇▇▇▇ ▇▇▇▇▇ Pledged Collateral Account Control Agreement between the guarantor
or mortgagor, as applicable, the Additional Collateral Servicer and ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, pursuant to which the guarantor or
mortgagor, as applicable, has granted a security interest in a Securities
Account.
"Equity Access(R) Agreement": The revolving line of credit agreement
entered into between the Additional Collateral Servicer and the guarantor under
any Parent Power(R) Guaranty Agreement for Real Estate pursuant to which a line
of credit may be drawn upon by the Additional Collateral Servicer to fund the
payment by such guarantor of a loss specified in such Parent Power(R) Guaranty
Agreement for Real Estate.
"Equity Access(R) Mortgage": The mortgage, deed of trust or other
security instrument (including all amendments and supplements thereto) made by
the guarantor under any Parent Power(R) Guaranty Agreement for Real Estate to
secure its obligations thereunder and under the related Equity Access(R)
Agreement.
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"Loan Purchase and Sale Exhibit": Certain provisions, attached to this
Agreement as Exhibit A, from the Loan Purchase and Sale Agreement, dated as of
December 15, 2000, between MLCC and Cendant, and exhibits thereto, pursuant to
which MLCC shall be responsible for servicing and administering the Additional
Collateral.
"Loan-to-Value Ratio": With respect to any Mortgage Loan, the ratio on
the date of origination of the outstanding principal balance of such Mortgage
Loan to the Appraised Value of the related Mortgaged Property.
"MLCC": ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Corporation and its successors in
interest.
"Mortgage 100K Loan": A Mortgage Loan secured by Additional Collateral
in the form of a security interest in the Securities Account and the financial
assets held therein and having a value, as of the date of origination of such
Mortgage Loan, of at least equal to the related Original Additional Collateral
Requirement.
"Mortgage 100K Pledge Agreement": With respect to each Mortgage 100K
Loan, the Pledge Agreement for Securities Account between the related mortgagor
and the Additional Collateral Servicer pursuant to which such mortgagor granted
a security interest in the related securities and other financial assets held
therein.
"Mortgage Loan": An individual mortgage loan and all rights with
respect thereto, including but not limited to all documents included in the
Mortgage File, evidenced by a mortgage note and secured by a mortgage
encumbering the Mortgaged Property.
"Mortgaged Property": The underlying real property securing repayment
of a Mortgage Note, consisting of a fee simple or leasehold interest in a single
parcel of real property improved by a residential dwelling.
"Original Additional Collateral Requirement": With respect to any
Additional Collateral Mortgage Loan, an amount equal to the Additional
Collateral required at the time of the origination of such Additional Collateral
Mortgage Loan. Even though for other purposes the Original Additional Collateral
Requirement may actually exceed thirty percent (30%) of the original principal
balance of an Additional Collateral Mortgage Loan, solely for purposes of the
Required Surety Payment, the Original Additional Collateral Requirement for an
Additional Collateral Mortgage Loan will be deemed not to exceed thirty percent
(30%) of its original principal balance.
"Parent Power(R) Agreement:" With respect to each Parent Power(R)
Mortgage Loan, a Parent Power(R) Guaranty and Security Agreement for Securities
Account or a Parent Power(R) Guaranty Agreement for Real Estate..
"Parent Power(R) Guaranty Agreement for Real Estate:" With respect to a
Parent Power(R) Mortgage Loan, an agreement between the Additional Collateral
Servicer and a guarantor on behalf of the mortgagor under such Parent Power(R)
Mortgage Loan pursuant to which such guarantor guarantees the payment of certain
losses under such Parent Power(R) Mortgage Loan, authorizes the Additional
Collateral Servicer to draw on the related Equity Access Agreement to
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fund such guaranty and has secured such Equity Access Agreement with an Equity
Access Mortgage secured by a lien on residential real estate of the guarantor.
The required amount of the collateral supporting such guaranty is at least equal
to the Original Additional Collateral Requirement for such Parent Power(R)
Mortgage Loan. For purposes of this definition, the Parent Power(R) Guaranty
Agreement For Real Estate shall not include the rights of the mortgagee under
the Equity Access(R) Agreement referred to therein and under the Equity
Access(R) Mortgage, which rights have been retained by the Additional Collateral
Servicer.
"Parent Power(R) Guaranty and Security Agreement for Securities
Account": With respect to a Parent Power(R) Mortgage Loan, an agreement between
the Additional Collateral Servicer and a guarantor on behalf of the mortgagor
under such Parent Power(R) Mortgage Loan pursuant to which such guarantor
guarantees the payment of certain losses under such Parent Power(R) Mortgage
Loan and has granted a security interest to the Additional Collateral Servicer
in certain marketable securities to collateralize such guaranty. The required
amount of such collateral is at least equal to the Original Additional
Collateral Requirement for such Parent Power(R) Mortgage Loan.
"Parent Power(R) Mortgage Loan": A Mortgage Loan having at the time of
origination a Loan-to-Value Ratio generally in excess of the Additional
Collateral Servicer's maximum acceptable Loan-to-Value Ratio for such Mortgage
Loan as set forth in the Underwriting Guide, which Mortgage Loan is supported by
a Parent Power(R) Agreement.
"Pledge Agreements": Any Mortgage 100K Pledge Agreement or Parent
Power(R) Guaranty and Security Agreement for Securities Account related to an
Additional Collateral Mortgage Loan.
"Required Surety Payment": With respect to any defaulted Additional
Collateral Mortgage Loan for which a claim is payable under the Surety Bond
under the procedures referred to herein, the lesser of (i) the principal portion
of the realized loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan (but not more than 30% of the original principal
balance of such Mortgage Loan) over (b) the net proceeds realized by the
Additional Collateral Servicer from the related Additional Collateral.
"Securities Account": With respect to any Additional Collateral
Mortgage Loans, the account, together with the financial assets held therein,
that are the subject of the related Mortgage 100K Pledge Agreement.
"Surety Bond": Either (a) the limited purpose Surety Bond (Policy No.
AB0039BE), dated February 28, 1996 in respect to Mortgage Loans originated by
MLCC, issued by Ambac Assurance Corporation (f/k/a Ambac Indemnity Corporation)
for the benefit of certain beneficiaries, but only to the extent that such
Surety Bond covers any Additional Collateral Mortgage Loans, or (b) if so
specified by the Servicer with respect to any Additional Collateral Mortgage
Loans at the time of purchase thereof under the Purchase and Servicing
Agreement, any other surety bond specified by the Servicer.
"Surety Bond Issuer": Either (a) Ambac Assurance Corporation, (f/k/a
Ambac Indemnity Corporation) or any successor thereto, or (b) if so specified by
the Servicer with respect to any
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Additional Collateral Mortgage Loans at the time of purchase thereof under the
Purchase and Servicing Agreement, any other surety bond issuer specified by the
Servicer.
"Underwriting Guide": The underwriting guide of the Additional
Collateral Servicer, as revised from time to time.
Except as otherwise expressly provided herein or unless the context
otherwise requires, all capitalized terms used herein other than those defined
in this Agreement shall have the meanings set forth in the Purchase and
Servicing Agreement.
Section 2. Representations
(a) Servicer hereby represents and warrants to Purchaser that
prior to its assignment to Purchaser, Servicer had a first priority perfected
security interest in each Securities Account, or, if necessary to perfect a
first priority security interest in each asset contained in such Securities
Account, a first priority perfected security interest in each such asset
contained in such Securities Account and following Servicer's assignment of the
Pledge Agreements and related security interest, Purchaser has a first priority
perfected security interest in each Securities Account, or, if necessary to
perfect a first priority security interest in each asset contained in such
Securities Account, a perfected first priority security interest in each such
asset contained in such Securities Account.
(b) Servicer represents and warrants to Purchaser that the
Additional Collateral Mortgage Loans are insured under the terms and provisions
of the Surety Bond subject to the limitations set forth therein. Servicer
covenants that within 2 Business Days after the Funding Date for any purchase of
Additional Collateral Mortgage Loans, Servicer will deliver to the Surety Bond
Issuer an "Assignment and Notice of Transfer" in the form of Attachment 2 to the
Surety Bond, or any other similar instrument required to be delivered under the
Surety Bond, executed by Servicer, Purchaser and MLCC, and that all other
requirements for transferring coverage under the Surety Bond in respect of such
Additional Collateral Mortgage Loans to the Purchaser shall be complied with.
Servicer shall indemnify Purchaser and to hold it harmless 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
that are related to or arise from the non-payment of Required Surety Payments
with respect to the Additional Collateral Loans purchased by Purchaser from
Servicer on the date hereof. The indemnification obligation provided in this
paragraph shall expire upon receipt by the Surety Bond Issuer of an Assignment
and Notice of Transfer referred to in this paragraph, signed by both Servicer
and Purchaser.
(c) Servicer represents and warrants that the assignment of rights
to Purchaser under the Surety Bond, as described herein, will not result in
Purchaser assuming any obligations or liabilities of Servicer with respect
thereto.
(d) With respect to each Additional Collateral Mortgage Loan sold
under the Purchase and Servicing Agreement, the following representations and
warranties made under Section 3.03 thereof are hereby modified as follows:
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(i) Original Terms Unmodified. The terms of the Mortgage
Note, the Mortgage and any Additional Collateral Agreements related to
such Mortgage Loan have not been impaired, waived, altered or modified
in any material respect, except as specifically set forth in the
related Mortgage Loan Schedule;
(ii) No Defenses. The Mortgage Note, the Mortgage and any
Additional Collateral Agreements related to such Mortgage Loan are not
subject to any right of rescission, set-off or defense, including the
defense of usury, nor will the operation of any of the terms of such
Mortgage Note and such Mortgage (or any Additional Collateral
Agreement), or the exercise of any right thereunder, render such
Mortgage (or any Additional Collateral Agreement) unenforceable, in
whole or in part, or subject to any right of rescission, set-off or
defense, including the defense of usury and no such right of
rescission, set-off or defense has been asserted with respect thereto;
and
(iii) No Defaults. (a) There is no default, breach,
violation or event of acceleration existing under the Mortgage, the
Mortgage Note, any Additional Collateral Agreement or any other
agreements, documents, or instruments related to such Mortgage Loan;
(b) there is no event that, with the lapse of time, the giving of
notice, or both, would constitute such a default, breach, violation or
event of acceleration; (c) the Mortgagor(s) with respect to such
Mortgage Loan is (1) not in default under any other Mortgage Loan or
(2) the subject of an Insolvency Proceeding; (d) no event of
acceleration has previously occurred, and no notice of default has
been sent, with respect to such Mortgage Loan; and (e) in no event has
the Seller waived any of its rights or remedies in respect of any
default, breach, violation or event of acceleration under the
Mortgage, the Mortgage Note, any Additional Collateral Agreement or
any other agreements, documents, or instruments related to such
Mortgage Loan.
(e) The Loan Purchase and Sale Agreement and the Additional
Collateral Agreements are in full force and effect as of the date hereof and
their provisions have not been waived, amended or modified in any respect, nor
has any notice of termination been given thereunder. Servicer represents to
Purchaser that as of the date hereof, neither Servicer nor MLCC is in default
under the Loan Purchase and Sale Agreement
Section 3. Assignment of Security Interest
(a) With respect to each Additional Collateral Mortgage Loan sold
to Purchaser under the Purchase and Servicing Agreement, the Servicer hereby
assigns to the Purchaser its security interest in and to any Additional
Collateral, all of its rights in each Additional Collateral Agreement, its right
to receive amounts due or to become due in respect of any Additional Collateral
and its rights as beneficiary under the Surety Bond in respect of any Additional
Collateral Mortgage Loans.
(b) For all purposes under the Purchase and Servicing Agreement,
as to any Additional Collateral Mortgage Loans sold thereunder, the Legal
Documents listed on Schedule B-1 thereto shall include the following:
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- With respect to each Additional Collateral Mortgage
Loan, a copy of the related Mortgage 100K Pledge
Agreement or Parent Power(R) Agreement, as the case
may be.
- With respect to each Additional Collateral Mortgage
Loan, a copy of the UCC-1, to the extent Servicer
received such UCC-1 from MLCC, and an original form
UCC-3, if applicable, to the extent Servicer received
such UCC-3 from MLCC, together with a copy of the
applicable notice of assignment to and acknowledgment
by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated.
- In connection with a Parent Power(R) Mortgage Loan
supported by a Parent Power(R) Guaranty Agreement for
Real Estate, a copy of the related Equity Access(R)
Mortgage.
(c) With respect to any Additional Collateral Mortgage Loan for
which Servicer has received from MLCC a Form UCC-3, the Additional Collateral
Servicer shall cause to be filed in the appropriate recording office a Form
UCC-3 giving notice of the assignment of the related security interest to the
Purchaser and shall thereafter cause the timely filing of all necessary
continuation statements with regard to such financing statements.
Section 4. Servicing of Additional Collateral.
(a) Subject to subsection (b) below, the Servicer shall service
and administer the Securities Accounts and other Additional Collateral, in
accordance with the terms of (i) the procedures it employs to administer
Securities Accounts for its own benefit (as the same may be amended from time to
time) and (ii) the related Additional Collateral Agreements and (iii) procedures
attached in Exhibit J hereto, as they may be amended and updated from time to
time..
(b) Notwithstanding any other provision of this Agreement or in
the Loan Purchase and Sale Exhibit to the contrary, except as provided below in
this subsection (b), the Servicer shall have no duty or obligation to supervise,
monitor or oversee the activities of MLCC or to enforce the obligations of MLCC
with respect to any Additional Collateral or any Surety Bond, including, without
limitation, the collection of any amounts owing to the Purchaser in respect
thereof, or to service and administer the Additional Collateral, unless and
until MLCC's obligations to administer the Additional Collateral as provided in
the Loan Purchase and Sale Exhibit have been terminated with respect to the
Additional Collateral Mortgage Loans sold under the Purchase and Servicing
Agreement, in which case the Servicer shall be bound to service and administer
the Additional Collateral and the Surety Bond in accordance with the provisions
of this Agreement and the related Additional Collateral Agreements, from the
date of such termination. The Servicer shall use reasonable efforts to monitor
the overall quality of MLCC's administration of the Additional Collateral as
provided in the Loan Purchase and Sale Exhibit, and shall take appropriate
action thereunder if MLCC fails to substantially comply with its obligations to
administer the Additional Collateral. In the event that Servicer receives an
indemnification payment from MLCC as provided in the Loan Purchase and Sale
Exhibit that is attributable to losses resulting from MLCC's failure to
administer the Additional Collateral in accordance with the terms set forth in
the Loan Purchase and Sale Exhibit in connection with Additional Collateral
Mortgage Loans sold under the Purchase and Servicing Agreement, Servicer shall
remit such amount to the Purchaser.
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(c) The Additional Collateral Servicer shall use its best
reasonable efforts to realize upon any Additional Collateral for such of the
Additional Collateral Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments; provided that the Additional Collateral Servicer shall not obtain
title to any such Additional Collateral as a result of or in lieu of the
disposition thereof or otherwise; and provided further that (i) the Additional
Collateral Servicer shall not proceed with respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Servicer shall proceed with any acquisition of
REO Property in a manner that preserves the ability to apply the proceeds of
such Additional Collateral against amounts owed under the defaulted Mortgage
Loan. Any proceeds realized from such Additional Collateral (other than amounts
to be released to the Mortgagor or the related guarantor in accordance with
procedures that the Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 5.05 of the Purchase and
Servicing Agreement; provided, that such proceeds shall not be so deposited if
the Required Surety Payment in respect of such Additional Collateral Mortgage
Loan has been deposited in the Collection Account or otherwise paid to the
Purchaser (except to the extent of any such proceeds taken into account in
calculating the amount of the Required Surety Payment).
(d) Servicer shall be released from its obligations to administer
the Securities Accounts or the Parent Power Guaranty Agreement for Real Estate
as applicable upon termination of the related Pledge Agreement or the Parent
Power(R) Guaranty Agreement for Real Estate. Purchaser acknowledges that it
shall no longer be afforded coverage under the terms and provisions of the
Surety Bond as to any particular Additional Collateral Mortgage Loan upon
termination of the related Pledge Agreement or the Parent Power(R) Guaranty
Agreement For Real Estate.
(e) The Additional Collateral Servicer may, without the consent of
the Purchaser, amend or modify a Mortgage 100 Pledge Agreement or a Parent Power
Agreement in any non-material respect to reflect administrative or account
changes, provided that the same are consistent with the Underwriting Guide.
Section 5. Surety Bond
(a) If a Required Surety Payment is payable pursuant to the Surety
Bond with respect to any Additional Collateral Mortgage Loan, as determined by
the Additional Collateral Servicer, the Additional Collateral Servicer shall so
notify the Purchaser as soon as reasonably practicable. The Additional
Collateral Servicer shall promptly complete the notice in the form of Attachment
1 to the Surety Bond and shall promptly submit such notice to the Surety Bond
Issuer as a claim for a required surety. The Purchaser shall execute such notice
if requested by the Additional Collateral Servicer.
(b) In the event that the Servicer receives a Required Surety
Payment from the Surety Bond Issuer on behalf of the Purchaser, the Servicer
shall deposit such Required Surety Payment
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in the Collection Account and shall distribute such Required Surety Payment, or
the proceeds thereof, in accordance with the provisions of the Purchase and
Servicing Agreement applicable to Insurance Proceeds.
(c) Purchaser shall, to the extent required by Surety Bond Issuer,
enter into an Indemnification agreement with Surety Bond Issuer pursuant to
which Purchaser will Indemnify Surety Bond Issuer in respect of Additional
Collateral Mortgage Loans as to certain matters, including but not limited to
any securitization of the Additional Collateral Mortgage Loans. Purchaser will
cooperate with Servicer to transfer to Purchaser the coverage of the Surety Bond
in respect of the Additional Collateral Mortgage Loans.
Section 6. Non-Disclosure.
With respect to the sale or potential sale of any of the Additional
Collateral Mortgage Loans, Purchaser shall not use, circulate, quote, or
otherwise refer to Surety Bond Issuer or the Surety Bond for any purpose,
including but not limited to the registration, purchase and sale of securities,
nor file the Surety Bond with or refer to it or Surety Bond Issuer as part of
any registration statement or offering document, without the express prior
written consent of the Surety Bond Issuer as to both form and substance of such
disclosure, and notice to the Servicer. Purchaser may in no way publicly
disclose the existence of the Surety Agreement without the express written
consent of the Surety Bond Issuer, and notice to the Servicer.
Section 7. Termination.
The respective obligations and responsibilities of the Servicer and the
Purchaser created hereby shall terminate, upon the termination of the Servicer's
servicing obligations under the Purchase and Servicing Agreement in respect of
the Additional Collateral Mortgage Loans sold thereunder.
Section 8. Amendment.
This Agreement may be amended from time to time by parties hereto by
written agreement signed by the Servicer, the Purchaser and the Guarantor.
Section 9. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND 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 10. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns, and no other person
shall have any right or obligation hereunder.
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Section 11. Notices.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid, addressed as follows:
(i) if to the Servicer:
Cendant Mortgage Corporation
___________________________________
___________________________________
Attn:______________________________
Tel:_______________________________
Fax:_______________________________
or, such other address as may hereafter be furnished to the Purchaser and the
Guarantor in writing by the Servicer.
(ii) if to the Purchaser:
RWT Holdings, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished to the Servicer in writing
by the Purchaser.
(iii) if to the Guarantor:
Redwood Trust, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished to the Servicer in writing
by the Guarantor.
Section 12. Severability of Provisions.
If any one or more of the covenants, agreements, provisions of 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
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of this Agreement and shall in no way affect the validity of enforceability of
the other provisions of this Agreement.
Section 13. Relationship of Parties.
Nothing herein contained shall be deemed or construed to create a
partnership or joint venture between the parties hereto.
Section 14. Counterparts.
This Agreement may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original and such counterparts, together,
shall constitute one and the same agreement.
Section 15. Further Agreements.
The Servicer and the Purchaser 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.
Section 16. Guaranty of Purchaser's Obligation.
Guarantor hereby agrees to cause RWT Holdings, Inc. to perform all of
its duties and obligations as the Purchaser hereunder, guaranties the timely
performance of such duties and obligations by RWT Holdings, Inc. and agrees to
be jointly and severally liable to the Servicer for all such duties and
obligations of RWT Holdings, Inc.
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed to this Agreement by their respective officers thereunto duly authorized
as of the day and year first above written.
CENDANT MORTGAGE CORPORATION
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
RWT HOLDINGS, INC.
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
REDWOOD TRUST, INC.
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
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EXHIBIT A
LOAN PURCHASE AND SALE EXHIBIT
The following provisions are excerpted from the Loan Purchase and Sale
Agreement, dated as of December 15, 2000, between MLCC and Servicer:
Section 8. Representations and Warranties of MLCC as to Pledged Asset
Services. MLCC represents and warrants to Cendant that prior to its assignment
to the related investor, MLCC has a first priority perfected security interest
in each Securities Account, or, if necessary to perfect a first priority
security interest in each asset contained in such Securities Account, a first
priority perfected security interest in each such asset contained in such
Securities Account and following MLCC's assignment of the Pledge Agreements and
related security interest, the related investor has a first priority perfected
security interest in each Securities Account, or if necessary to perfect a first
priority security interest in each asset contained in such Securities Account, a
perfected first priority security interest in each such asset contained in such
Securities Account.
Section 11. Indemnification.
(a) Each Party hereto (each an "Indemnitor") agrees to indemnify,
defend and hold harmless the other Party and each of its respective officers,
directors, employees, agents, attorneys, members and shareholders of each of the
foregoing (collectively called the "Indemnitees") from and against any and all
Losses (as that term is defined in the Origination Agreement) imposed on,
incurred by or asserted against such Indemnitees, whether brought under common
law or in equity, or in contract, tort or otherwise, caused by, arising from or
connected with (i) the breach by the Indemnitor of any term, condition,
representation, obligation or warranty of such Indemnitor set forth in this
Agreement or (ii) the negligence or willful misconduct of the Indemnitor.
(b) Before either party is entitled to indemnification as provided
in this Section 11, the Party claiming indemnification shall give notice to the
other Party of the claimed breach, and the other Party shall have sixty (60)
days to cure such breach, which period shall have expired before either Party
may enforce rights to indemnification hereunder. Cure of the breach within such
sixty (60) day period shall not relieve the breaching Party from its obligations
to indemnify the other Party for the Losses suffered by the other Party on
account of the breach by the breaching Party.
(d) The indemnification provisions contained in this Section 11
shall survive the termination of this Agreement.
EXHIBIT B
(SERVICING PROVISIONS)
10. Notwithstanding anything to the contrary in the Purchase Agreement,
MLCC shall service and administer all Additional collateral, it being understood
and agreed that only MLCC shall service and administer the related securities
accounts, lines of credit, Equity Access Loans and guarantees with respect to
Additional Collateral Agreements.
EXHIBIT J
(a) In the event that the aggregate market value of the assets in
a Trading Account falls below the Liquidation Value (as defined in the related
Pledge Agreement), MLCC shall immediately give the borrower notice that the
Trading Account is below the Liquidation Value and request that qualified assets
or funds be deposited in the Trading Account within five (5) Business Days so as
to bring the aggregate market value of the assets in the Trading Account to at
least the Liquidation Value and, in the event that the borrower does not fulfill
such obligation, MLCC shall (a) immediately convert all such assets in such
Trading Account to cash or cash equivalents, (b) maintain such cash or cash
equivalents until (i) the borrower is entitled to have the pledge of such
Trading Account related as described herein or (ii) withdraw such cash or cash
equivalent to be released as described herein or (ii) withdraw such cash or cash
equivalent to be held by MLCC in escrow in the event of a Loss (as defined in
the related Pledge Agreement), and (c) maintain its perfected security interest
in the cash or cash equivalents until such release is authorized under the
Pledge Agreement.
(b) Additional Collateral loans will be administered in accordance
with the Pledge Agreement.
(c) MLCC shall be released from its obligations to administer the
Trading Accounts or the Parent Power Guaranty Agreements for Real Estate as
applicable (and MLCC shall be entitled to release, as applicable (i) the pledge
of the Trading Account with respect to any Mortgage 100 Pledge Agreement or
Parent Power Guaranty and Security Agreement for Securities Account or (ii) the
lien on the Sponsor's residence with respect to a Parent Power Guaranty
Agreement for Real Estate), provided that either (x) the unpaid principal
balance of the Additional Collateral Mortgage Loan is less than or equals to 75%
of the original loan amount of such Additional Collateral Mortgage Loan, or (y)
MLCC causes the property securing the Additional Collateral Mortgage Loan to be
reappraised at least seven years after the date of origination of such
Additional Collateral Mortgage Loan and, on the basis of such reappraisal, the
loan-to-value ratio of such Additional Collateral Mortgage Loan is less than or
equal to 70%; or (z) the Mortgage 100 Pledge Agreement or the Parent Power
Agreement, as applicable, requires MLCC to release the pledge or lien. Investor
acknowledges that it shall no longer be afforded coverage under the terms and
provisions of the Surety Bond as to any particular Additional Collateral
Mortgage Loan at such time as MLCC's obligation to administer each Additional
Collateral Mortgage Loan terminates as set forth in the preceding sentence.