Exhibit 99.2
EXECUTION VERSION
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SPECIAL SUB-SERVICING AGREEMENT
among
COUNTRYWIDE HOME LOANS, INC.,
COUNTRYWIDE HOME SERVICING LP,
CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC,
SUNFISH MORTGAGE FUND LTD.
and
▇▇▇▇▇▇ LOAN SERVICING LP
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March 1, 2005
Table of Contents
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Page
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ARTICLE I DEFINITIONS......................................................2
Section 1.01 Definitions Incorporated by Reference...............2
ARTICLE II DELINQUENT MORTGAGE LOANS........................................2
Section 2.01 Reporting of Delinquent Mortgage Loans..............2
Section 2.02 Advisory Rights of Residual Holder..................3
ARTICLE III SPECIALLY SERVICED MORTGAGE LOANS AND SPECIAL
SERVICING PROCEDURES........................................4
Section 3.01 Designation of Specially Serviced Mortgage Loans....4
Section 3.02 Sub-Servicing of Specially Serviced Mortgage Loans..6
Section 3.03. Termination of Special Sub-Servicer for Default.....9
Section 3.04 Early Termination of Residual Holder's Advisory
Rights and The Designation of Additional
Delinquent Mortgage Loans as Specially
Serviced Mortgage Loans............................10
Section 3.05 Transfer of Sub-servicing to Company Following
Repurchase of Specially Serviced Mortgage Loan.....11
Section 3.06 Transfer of Sub-servicing to Company...............11
Section 3.07 No Other Termination...............................11
Section 3.08 Special Sub-servicer Not to Resign;
Appointment of Successor Special Sub-Servicer......12
ARTICLE IV AUDITING RIGHTS................................................13
Section 4.01 Review of the CHL's and /or CSLP's
Servicing Activities...............................13
Section 4.02 Review of the Special Sub-Servicer's
Sub-Servicing Activities...........................13
ARTICLE V REPRESENTATIONS AND WARRANTIES..................................14
Section 5.01 Organizational and Other Related
Warranties of C-BASS...............................14
Section 5.02 Organizational and Other Related Warranties
of the Company.....................................15
Section 5.03 Organizational and Other Related Warranties
of the Special Sub-Servicer........................17
Section 5.04 Organizational and Other Related Warranties
of Sunfish.........................................19
ARTICLE VI MISCELLANEOUS PROVISIONS........................................20
Section 6.01 Resecuritization of Residual Certificates..........20
Section 6.02 Indemnification....................................20
Section 6.03 Amendment..........................................22
Section 6.04 Counterparts.......................................22
Section 6.05 Governing Law......................................22
Section 6.06 Notices............................................22
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Section 6.07 Survival of Representations and Warranties;
Severability of Provisions.........................23
Section 6.08 Successors and Assigns.............................23
Section 6.09 Definitions........................................24
Section 6.10 Article and Section Headings.......................24
Section 6.11 Confidentiality....................................24
Section 6.12 Registered Certificates............................25
Section 6.13 No Partnership.....................................26
Section 6.14 Effect of Termination of Sub-servicing Rights
or Resignation of Special Sub-Servicer.............26
Exhibit A Form of Confirmation
Exhibit B Certain Compliance Matters
Schedule I
Schedule II Special Servicing Transfer Procedures
Schedule III Request for Release of Documents
Schedule IV Form of Officer's Certification
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SPECIAL SUB-SERVICING AGREEMENT
This Special Sub-Servicing Agreement (this "Agreement") among
Countrywide Home Loans, Inc. ("CHL"), Countrywide Home Loans Servicing LP
("CSLP" and, together with CHL, the "Company"), Sunfish Mortgage Fund Ltd.
("Sunfish"), Credit-Based Asset Servicing and Securitization LLC ("C-BASS"
and, together with Sunfish, as holders of the Residual Certificates identified
on Schedule I, the "Residual Holder") and ▇▇▇▇▇▇ Loan Servicing LP, an
affiliate of C-BASS, as special Sub-Servicer (the "Special Sub-Servicer")
shall be effective as of March 1, 2005.
PRELIMINARY STATEMENT
WHEREAS, the Residual Holder has purchased certain classes of
subordinate mortgage pass-through certificates (each, a "Residual Certificate"
and collectively, the "Residual Certificates") of the series (each, a
"Series") identified on Schedule I hereto (such Schedule I, as may be updated
(and each such updated Schedule I shall supercede any and all prior Schedule I
hereto) to reflect (i) the purchase from time to time by the Residual Holder
of Residual Certificates of a Series and (ii) the sale from time to time by
the Residual Holder of Residual Certificates, the "Schedule I") that were
issued by a trust in exchange for a pool of mortgage loans (the "Mortgage
Loans") deposited into such trust by an affiliate of the Company, pursuant to
a pooling and servicing agreement entered into between such affiliate, CHL
and/or CSLP 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, each Residual Certificate evidences an ownership interest in
the related pool of Mortgage Loans;
WHEREAS, pursuant to the related Pooling and Servicing Agreement, CHL or
CSLP has been designated as the servicer of the Mortgage Loans related to the
Series; and
WHEREAS, in connection with the purchase by the Residual Holder of the
Residual Certificates, the Residual Holder and the Company have agreed that
(i) with respect to each Mortgage Loan which becomes thirty (30) or more days
delinquent in accordance with the OTS delinquency reporting method (each such
Mortgage Loan, a "Delinquent Mortgage Loan"), the Residual Holder shall have
certain advisory rights with respect to the Company's servicing of the
Delinquent Mortgage Loans; and (ii) with respect to certain Series designated
by the Residual Holder as "▇▇▇▇▇▇ Specially Serviced Series" (as indicated on
Schedule I), in the event a Delinquent Mortgage Loan of such Series becomes
sixty (60) or more days delinquent in accordance with the OTS delinquency
reporting method (each such Delinquent Mortgage Loan, a "Specially Serviced
Mortgage Loan"), the Special Sub-Servicer shall commence the sub-servicing
thereof, all on the terms and conditions contained herein.
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Company, the Residual Holder and the Special
Sub-Servicer hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions Incorporated by Reference.
Capitalized terms used but not otherwise defined in this Agreement shall
have the respective meaning ascribed thereto as set forth in the related
Pooling and Servicing Agreement.
ARTICLE II
DELINQUENT MORTGAGE LOANS
Section 2.01 Reporting of Delinquent Mortgage Loans.
(a) To the extent and for so long as the Residual Certificates of a
Series are outstanding and held by the Residual Holder, the Company, as
Servicer of the Mortgage Loans related to each Series, shall provide to the
Residual 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 Residual 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 Residual 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 available) of Mortgaged Property acquired
through foreclosure of the related Mortgage Loan, the acceptance
of a deed in lieu of foreclosure
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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 Residual 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 Residual Holder such additional
information pertaining to the Delinquent Mortgage Loans as the Residual Holder
may reasonably request and the Residual 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 Residual Holder.
(a) At any time prior to the designation of a Delinquent Mortgage Loan
as a Specially Serviced Mortgage Loan, the Residual 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 Residual 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 Residual 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 Residual Holder's request, the Residual Holder shall deliver to
the Company,
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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 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 Residual
Holder.
ARTICLE III
SPECIALLY SERVICED MORTGAGE LOANS
AND SPECIAL SERVICING PROCEDURES
Section 3.01 Designation of Specially Serviced Mortgage Loans.
(a) The Residual Holder, in its sole discretion, shall designate each
Series for which the Special Sub-Servicer shall be appointed to specially
service Delinquent Mortgage Loans of such Series as contemplated by this
Article III, which designation shall be reflected on Schedule I hereto. This
Article III shall be applicable only with respect to such Delinquent Mortgage
Loans underlying Residual Certificates of a Series designated as described in
the prior sentence.
With respect to any Series designated by the Residual Holder in
accordance with the prior sentence, the Special Sub-Servicer shall be entitled
to the payment of a special servicing premium (the "Special Servicing
Premium") set forth in the terms of the purchase agreement (which may be in
the form of a trade ticket) relating to the applicable Residual Certificates
executed by the Residual Holder in its normal course of business; provided,
however, that the Residual Holder in no event shall pay more than 17 basis
points of the purchase price of the related Target Asset (as defined in the
Target Asset Purchase Agreement, dated as of the date hereof, among CHL,
Sunfish, C-BASS and Sunfish Management Group LLC) as compensation to the
Special Sub-Servicer for special servicing with respect to such Target Asset,
without the consent of the holders of a majority of the outstanding Class A
Shares and Class B Shares of Sunfish. The Special Servicing Premium shall be
paid to the Company by the Residual Holder and upon receipt thereof by the
Company, the Company shall pay the Special Servicing Premium to the Special
Sub-Servicer.
The addition of any Series under the terms of this Agreement and the
related pool of Mortgage Loans underlying such additional Series shall be
conditioned upon and evidenced by the Company's, the Residual Holder's and the
Special Sub-Servicer's execution of a letter substantially in the form of
Exhibit A 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
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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 Residual Certificates.
(b) Each Delinquent Mortgage Loan of a designated Series shall be deemed
to be a Specially Serviced Mortgage Loan as of the sixtieth (60th) day of
delinquency (determined in accordance with the OTS delinquency reporting
method). 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) borrower under a Delinquent Mortgage Loan has initiated litigation
relating to the origination practices of the originator or relating to the
servicing practices of the Company, which in the reasonable judgment of the
Company and the Special Sub-Servicer is a putative class action claim; (ii)
the underlying Mortgaged Property is subject to any claim relating to the
existence of any toxic or hazardous substances with respect to such property
or a claim of a violation of any local, state or federal environmental law,
rule or regulation; (iii) a Specially Serviced Mortgage Loan reinstates to a
current or less than 60 days delinquent status (determined in accordance with
the OTS delinquency method) before the Mortgagor notification (i.e., the
"goodbye letter") is sent; or (iv) 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; provided however, in the
event a borrower under a forbearance or workout plan misses two or more
consecutive payments under such plan or otherwise becomes 120 days or more
delinquent (determined in accordance with the OTS delinquency reporting
method), such Delinquent Mortgage Loan shall be deemed a Specially Serviced
Mortgage Loan as of such 120th day of delinquency and shall be transferred to
the Special Sub-Servicer as contemplated herein. 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.
(c) 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.
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Section 3.02 Sub-Servicing of Specially Serviced Mortgage Loans.
(a) The Company shall provide the Special Sub-Servicer with a true and
correct copy of the applicable Pooling and Servicing Agreement as soon as
practicable after receipt of the Confirmation relating to such Series. 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 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
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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, 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. In addition, within 5 days of its receipt
thereof (or such other period of time as may be agreed upon from time to time
by the Company and the Special Sub-Servicer), 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 relating to such remittance 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 IV.
(d) The Special Sub-Servicer shall make all remittances with respect to
the Specially Serviced Mortgage Loans underlying the related Series of
Residual Certificates, to the Company by wire transfer to the accounts related
to such Series as identified in the Custodial Account Schedule attached to the
applicable Confirmation.
(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 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;
provided, however, such report shall not be required to be delivered earlier
than the 10th calendar day of any month (or such other day as may be agreed
upon from time to time by the Company, and the Special Sub-Servicer).
(f) Intentionally Omitted.
(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.
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(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.
(j) The Special Sub-Servicer and the Residual Holder hereby agree that,
in the event either of them chooses to request that the Company cure or
otherwise remedy any breach concerning the compliance matters described on
Exhibit B hereto (as such Exhibit may be amended from time to time by
agreement among the C-BASS Member on behalf of the Manager on behalf of the
Residual Holder, ▇▇▇▇▇▇ and the Company) (a "Compliance Breach") with respect
to any Specially Serviced Mortgage Loan originated by the Company or pursuant
to the Company's correspondent lending program or wholesale lending program,
the Special Sub-Servicer or Residual Holder, as the case may be, will only
make such request where the Special Sub-Servicer or the Residual Holder, as
the case may be, has determined that such Compliance Breach materially and
adversely affects the related Specially Serviced Mortgage Loan and has
resulted in a Realized Loss on such Specially Serviced Mortgage Loan.
Nevertheless, the Special Sub-Servicer and the Residual Holder may advise the
Company that the Special Sub-Servicer or the Residual Holder reasonably
believes that a Realized Loss may result from any Compliance Breach relating
to any Delinquent Mortgage Loan. Subject to the terms and conditions of the
Pooling and Servicing Agreement, nothing in this Section 3.02(j) shall
restrict the Company from electing, in its own discretion, to remedy, any
Compliance Breach prior to the occurrence of a Realized Loss or possible
Realized Loss. The Special Sub-Servicer and Residual Holder further agree that
neither of them have the right to request or demand that the Company
repurchase any Mortgage Loan based solely upon any valuation (including,
without limitation, any dispute over the amount, method, or adequacy of such
valuation) of the related mortgaged property in connection with the
origination of such Mortgage Loan and not otherwise related to a material
breach of the Company's representations and warranties under the related
Pooling and Servicing Agreement. Nothing contained herein shall be construed
to mean that the Company has expressed any representation or warranty, or has
any responsibility, concerning the accuracy, completeness or validity of any
such valuation.
(k) Notwithstanding the foregoing, and to the extent not prohibited by
the related Pooling and Servicing Agreement, the Company and Special
Sub-Servicer agree to the Operational Requirements listed on Exhibit C
attached hereto and made a part hereof.
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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 of a Series 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, 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
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(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 as described in clauses (iii), (iv), (v) or
(vi) above 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. If an Event
of Default as described in clauses (i) or (ii) above 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
related Collection Account and the related Escrow Accounts and all rights of
the Special Sub-Servicer to service the Specially Serviced Mortgage Loans of
each affected Series 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 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 Residual Holder's Advisory Rights and
The Designation of Additional Delinquent Mortgage Loans as Specially Serviced
Mortgage Loans. With respect to each Series of Residual Certificates, the
rights and obligations of the Residual 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 Residual
Holder no longer owns at least fifty one percent (51%) of the most subordinate
Residual Certificate of such Series; (ii) the date on which a rating agency
downgrades any Certificate of the same Series as the applicable Residual
Certificates as a result of the transfer of the sub-servicing rights to the
Special Sub-Servicer pursuant to
10
this Agreement; or (iii) the termination of the Company as the servicer under
related Pooling and Servicing Agreement (each of the events described in items
(i), (ii) and (iii) 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 (iii) 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 shall 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. Further, if the
Company or other entity entitled thereto exercises its right to purchase all
of the Mortgage Loans in a Trust Fund pursuant to an optional termination
provision under the related Pooling and Servicing Agreement, the servicing of
any related Specially Serviced Mortgage Loans with respect to which
foreclosure proceedings have not been commenced shall be transferred promptly
by the Special Sub-Servicer to the Company in accordance with transfer
provisions provided herein.
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. Within 5 business days after the date the
servicing of such Specially Serviced Mortgage Loans is transferred back to the
Company (or such other period of time as may be agreed upon from time to time
by the parties hereto), 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.
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 Residual
Holder shall have no authority to terminate the Special Sub-Servicer's rights
and obligations hereunder and shall take no action to cause such
11
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 Residual
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 Residual
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 Residual 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 Residual Holder
and such successor in effecting the termination of the Special Sub-Servicer's
12
responsibilities and rights hereunder and the transfer of servicing
responsibilities to the successor special servicer, including without
limitation, the transfer to such 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
Section 4.01 Review of the CHL's and /or CSLP's Servicing Activities.
The Residual Holder (acting through its manager, Sunfish Management Group LLC
(acting through the C-BASS Member) 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 Company which may be relevant to the servicing of
the 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 Company shall make personnel available who
are knowledgeable about such matters.
In addition, in order for the Residual Holder to monitor its investment
in the Residual Certificates and the performance of the underlying Mortgage
Loans, the Company hereby agrees to provide the Residual Holder (acting
through the C-BASS Manager) the information, in electronic format mutually
acceptable to the Company and the C-BASS Member, set forth on Exhibit D with
respect to each Series and the Mortgage Loans underlying the related Residual
Certificate, regardless of delinquency status, on a weekly basis and on a
monthly basis with the information provided as of the month-end cutoff to be
received no later than the 10th business day of the month following the month
to which such information relates. Further, the Company agrees to cooperate
with the C-BASS Member to enable the C-BASS Member to provide investment
performance data to the Sunfish investors through a dedicated website. The
Special Sub-Servicer and the Residual Holder agree not to use any of the
information contained in Exhibit D for any purpose other than the purpose of
evaluating its investment in, and the value of, the related Residual
Certificates. Special Sub-Servicer and the Residual Holder further agree to
use any and all information contained in Exhibit D in compliance with all
applicable laws and regulations promulgated by the United States Securities
and Exchange Commission.
Section 4.02 Review of the Special Sub-Servicer's Sub-Servicing
Activities. The Company and the Residual Holder (acting through its manager,
Sunfish Management Group LLC) 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
sub-servicing the Specially Serviced Mortgage Loans in accordance with the
terms of this Agreement and the applicable Pooling and Servicing
13
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 C-BASS.
C-BASS hereby makes the following representations and warranties to each party
hereto:
(a) Organization and Good Standing. C-BASS is an entity duly organized,
validly existing, and in good standing under the laws of its state of
incorporation or formation.
(b) No Violation. Neither the execution and delivery by C-BASS of this
Agreement, nor the consummation by C-BASS of the transactions contemplated
hereby, nor the performance of and compliance by C-BASS 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 C-BASS, 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 C-BASS, or any of its respective properties, or any of the
provisions of any indenture, mortgage, contract, instrument, or other document
to which C-BASS 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. C-BASS 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 C-BASS'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
C-BASS of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by C-BASS with the terms hereof are
within the powers of C-BASS, and have been duly authorized by all necessary
action on the part of C-BASS. All organizational resolutions and consents
necessary for C-BASS to enter into and consummate all transactions
contemplated hereby have been obtained. This Agreement has been duly executed
and delivered by C-BASS and constitutes the legal, valid and binding
obligation of C-BASS, 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. C-BASS 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,
14
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 C-BASS.
(d) No Litigation or Adverse Conditions. No litigation is pending or, to
the best of C-BASS's knowledge, threatened against it, which, if determined
adversely to C-BASS would prohibit C-BASS from entering into this Agreement
or, in the good faith and reasonable judgment of C-BASS, is likely to
materially and adversely affect either the ability of C-BASS to perform its
obligations hereunder.
Section 5.02 Organizational and Other Related Warranties of the
Company. Each of CHL and CSLP hereby makes the following representations and
warranties to each party hereto:
(a) Organization and Good Standing. Each of CHL and CSLP 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 either of CHL or
CSLP of this Agreement, nor the consummation by it of the transactions
contemplated hereby, nor the performance of and compliance by such entity 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 such entity, 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 such entity,
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 such entity 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. Neither CHL
or CSLP is 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 such entity'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 such entity.
(c) Authorization and Enforceability. The execution and delivery by
either CHL or CSLP of this Agreement, the consummation of the transactions
contemplated hereby, and the performance and compliance by such entity with
the terms hereof and of the Pooling and Servicing Agreements are within the
powers of such entity, and have been duly authorized by all necessary action
on the part of CHL or CSLP, as the case
15
may be. All organizational resolutions and consents necessary for each of CHL
and CSLP to enter into and consummate all transactions contemplated hereby
have been obtained. This Agreement has been duly executed and delivered by
each of CHL and CSLP and constitutes the legal, valid and binding obligation
of each such entity, 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. Neither CHL nor CSLP has 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 such entity, 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 it.
(d) Approvals and Permits. Each of CHL and CSLP 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 neither 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 its business, operations, financial
condition, or income.
(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 each of CHL and CSLP 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. None of CHL, CSLP nor any of their
respective officers, directors, employees, consultants, or advisors involved
in the servicing or administration of the Mortgage Loans has been refused such
coverage or insurance.
(g) Compliance Matters. As of the date of transfer of each Specially
Serviced Mortgage Loan to the Special Sub-Servicer, the Company hereby
represents and warrants
16
to the Special Sub-Servicer that with respect to each Specially Serviced
Mortgage Loan: any and all requirements of any federal, state or local laws or
regulations, including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection, anti-predatory
lending, fair credit reporting, unfair collection practice, equal credit
opportunity, fair housing and disclosure laws and regulations, applicable to
the solicitation, origination, collection and servicing of such Mortgage Loan
have been complied with in all material respects; and any obligations of the
holder of the Mortgage Note, Mortgage and other loan documents have been
complied with in all material respects; servicing of each Mortgage Loan has
been in accordance with prudent mortgage servicing standards, any applicable
laws, rules and regulations and in accordance with the terms of the applicable
Pooling and Servicing Agreement, Mortgage Notes, Mortgage and other loan
documents, whether such origination and servicing was done by Company, its
affiliates, or any third party which originated the Mortgage Loan on behalf
of, or sold the Mortgage Loan to, any of them, or any servicing agent of any
of the foregoing; no Specially Serviced Mortgage Loan is a "high-cost loan" or
"covered loan" under either the Home Ownership Equity Protection Act or a
similar state or local anti-predatory lending law.
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 each party hereto:
(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 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
17
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 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
18
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.
Section 5.04 Organizational and Other Related Warranties of Sunfish.
Sunfish hereby makes the following representations and warranties to each
party hereto:
(a) Organization and Good Standing. Sunfish 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 Cayman Islands.
(b) No Violation. Neither the execution and delivery by Sunfish of this
Agreement, nor the consummation by Sunfish of the transactions contemplated
hereby, nor the performance of and compliance by Sunfish 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 Sunfish, 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 Sunfish, or any of its respective properties, or any of the
provisions of any indenture, mortgage, contract, instrument, or other document
to which Sunfish 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. Sunfish 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 Sunfish'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
Sunfish of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Sunfish with the terms hereof
are within the powers of Sunfish, and have been duly authorized by all
necessary action on the part of Sunfish. All organizational resolutions and
consents necessary for Sunfish to enter into and consummate all transactions
contemplated hereby have been obtained. This Agreement has been duly executed
and delivered by Sunfish and constitutes the legal, valid and binding
obligation of Sunfish, 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. Sunfish has not failed to obtain any
consent, approval, authorization, or order of, or failed to cause
19
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 Sunfish.
(d) No Litigation or Adverse Conditions. No litigation is pending or, to
the best of Sunfish's knowledge, threatened against it, which, if determined
adversely to Sunfish would prohibit Sunfish from entering into this Agreement
or, in the good faith and reasonable judgment of Sunfish, is likely to
materially and adversely affect either the ability of Sunfish to perform its
obligations hereunder.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 Resecuritization of Residual Certificates.
Notwithstanding anything to the contrary in Section 3.04 hereof, in the
event that the Residual Holder resecuritizes a Residual Certificate, either
directly as issuer or indirectly through an affiliated entity or an investment
bank as issuer, the rights of the Residual 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 Residual 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 Residual Holder ceases to own at
least fifty-one percent (51%) the most subordinate outstanding class of
securities issued in the resecuritization of a Residual 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 Indemnification.
(a) Each of the Company, the Residual 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 Indemnifying Party of such Indemnifying Party's
obligations under the terms of this Agreement; provided, that the Company and
the Residual Holder acknowledge and agree that the obligation of the Special
Sub-Servicer to indemnify for losses arising from or incurred in connection
with the servicing of Specially Serviced Mortgage Loans (including REO
Property) shall be determined in accordance with the indemnification standards
applicable to the Master Servicer under the related Pooling and Servicing
Agreement; and provided further, that none of the Company, the Residual
20
Holder or the Special Sub-Servicer or any of the directors, officers,
employees or agents of the Company, Residual Holder or the Servicer shall be
liable for any action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment.
Notwithstanding the foregoing, in the event the Company, as Master Servicer,
is required to indemnify a Trust pursuant to the terms of the related Pooling
and Servicing Agreement for Claims arising from or incurred in connection with
the servicing of a Specially Serviced Mortgage Loan (including an REO
Property) on or after the date such Mortgage Loan was transferred to the
Special Sub-Servicer, the Special Sub-Servicer shall indemnify and hold the
Company harmless with respect to such Claims. 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.
(b) Notwithstanding anything to the contrary contained in the Pooling
and Servicing Agreement, in consideration of the Residual Holder purchasing
the Residual Certificates, the Company hereby agrees to indemnify and hold
harmless the Residual Holder 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 (including the
reasonable cost of investigating and defending against any claims therefore)
that is directly related to or arise from a breach of any representation and
warranty set forth in the applicable Pooling and Servicing Agreement related
to compliance with applicable laws in the origination of a Mortgage Loan,
which such representations and warranties are set forth on Exhibit B hereto.
The Company will be entitled to participate at its own expense in the
defense, or, if the Company so elects, to assume the defense of any suit
brought to enforce any such liability. In the event the Company elects to
assume the defense of any such suit and retain such counsel, the Residual
Holder may retain additional counsel but shall bear the fees and expenses of
such counsel unless (i) the Company and the Residual Holder shall have
mutually agreed to the retention of such counsel or (ii) the named parties to
any such proceeding (including any impleaded parties) include both the Company
and the Residual Holder and representation of all parties by the same counsel
would be inappropriate due to actual or potential differing interests among
them.
The Company shall not be liable to indemnify any person for any
settlement of any claim effected without the Company's consent, which consent
shall not be unreasonably withheld. The Company shall not, without the prior
written consent of the Residual Holder which consent shall not be unreasonably
withheld, effect any settlement of any pending or threatened proceeding in
respect of which the Residual Holder is or could have been a party and
indemnity is or could have been sought hereunder by the Residual Holder.
21
Section 6.03 Amendment.
This Agreement may be amended from time to time by written agreement
signed by each of the parties hereto.
Section 6.04 Counterparts.
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 6.05 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 6.06 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 CHL,
Countrywide Home Loans, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
(b) in the case of CSLP,
Countrywide Home Loans Servicing LP
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, First Vice President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
or such other address as may hereafter be furnished to the Residual
Holder and the Special Sub-Servicer in writing.
22
(c) in the case of the Residual 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.
(d) in the case of the Special Sub-Servicer,
▇▇▇▇▇▇ Loan Servicing LP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇-▇▇▇▇.▇▇▇
or such other address as may hereafter be furnished to the Company in
writing.
Section 6.07 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 6.08 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.
23
Section 6.09 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 6.10 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 6.11 Confidentiality.
(a) In connection with the rights and obligations of each of the parties
hereunder, each of the Company, the Residual Holder and the Special
Sub-Servicer (for the purposes of this Section 6.11(a), a "Disclosing Party")
may find it necessary to disclose to the other parties (including its
subsidiaries) or its representatives collectively, a "Receiving Party")
certain confidential, proprietary information relating to the Disclosing Party
or its affiliates. "Confidential Information" means any information whatever
its nature or form, whether oral or written materials, from any the Disclosing
Party or its directors, officers, employees, affiliates, representatives
(including, without limitation, financial advisors, attorneys and accountants)
or agents (collectively, a party's "Representatives;") that is obtained by the
Receiving Party as a result of or in connection with the performance of its
rights or obligations under this Agreement, whether before or after the date
hereof, together with all analyses, compilations, forecasts, studies or other
documents prepared by a Receiving Party or its Representatives in connection
with the performance of its rights or obligations hereunder which contain or
reflect any such information. Confidential Information includes, but is not
limited to, any information regarding any business or operations plans,
strategies, processes, know-how, portfolios, prospects or objectives of the
Disclosing Party; structure, products, product development, technology,
inventions, discoveries, improvements, specifications, source codes, object
code, programming and other documentation, designs, methods, devices, systems,
computer software, including due diligence system, loss mitigation software
included within RADAR, foreclosure attorney web site, distribution, sales,
services, support and marketing plans, practices, or operations of the
Disclosing Party; the prices, costs and details of the services of the
Disclosing Party; the financial condition, results of operations, financial
records and related information of the Disclosing Party; the position of the
Disclosing Party and its clients in any portfolio; the performance of any
accounts or assets of the Disclosing Party; research and development,
operations or plans of the Disclosing Party; clients and client lists
(including, without limitation, the identity of clients, names, addresses,
contact persons, and the client's business or investment status or needs)of
the Disclosing Party; information received from third parties under
confidential conditions; any trade secrets, confidential or secret designs,
processes, formulae, plans, devices or material (whether or not patented or
patentable) directly or indirectly useful in any aspect of the business of the
Disclosing Party (including, without limitation, financial, investment and
trading plans, designs, products and computer aided
24
financial investment and trading systems, software, strategies, programs,
formulae, patterns, methods, techniques, processes and system analyses),
management organization and related information (including, without
limitation, data and other information concerning the compensation and
benefits paid to officers, directors and employees of the Disclosing Party);
personnel and compensation policies; operation policies and manuals; means of
gaining access to the Disclosing Party's computer data systems and related
information; or any other financial, commercial, business, technical or other
information relating to the Disclosing Party, its clients, subsidiaries or
affiliates. The term Confidential Information will not, however, include
Confidential Information which (i) is or becomes publicly available other than
as a result of a disclosure by a Receiving Party or its Representatives in
violation of this Agreement, (ii) becomes available to a Receiving Party on a
non-confidential basis after the date hereof from a source (other than a
Disclosing Party or its representatives ), which, to the best knowledge of a
Receiving Party after due inquiry, is not prohibited from disclosing such
information to the Receiving Party by any obligation of confidentiality to
another party hereto, or (iii) is developed or derived by a party hereto
without the aid, application or use of Confidential Information.
(b) The Residual Holder and the Special Sub-Servicer each agree that any
and all Confidential 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 Residual Holder
and the Special Sub-Servicer agree to use such Confidential Information only
for the purposes contemplated by this Agreement and as set forth in Section
6.11(a) above and otherwise hold such Confidential Information confidential
and not to disclose such Confidential Information to any other person or
entity for any other reason.
(c) Notwithstanding the foregoing and except as provided below, neither
the Residual Holder, the Special Sub-Servicer nor any of their affiliates
shall use, or permit the use, any Mortgagor information received hereunder to
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay or
refinance any Mortgage Loans; provided, however, that the Special Sub-Servicer
may suggest workout, refinancing, or prepayment plans or strategies to the
Mortgagor of a Specially Serviced Mortgage Loan.
Section 6.12 Registered Certificates.
The Residual Holder agrees, that without the prior written consent of
the Company, so long as Residual Holder or any of its affiliates is a party to
this Agreement and the holder or owner of any Residual 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.
25
Section 6.13 No Partnership.
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 6.14 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.
26
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:
----------------------------
Name:
Title:
COUNTRYWIDE HOME LOANS
SERVICING LP
By:
----------------------------
Name:
Title:
CREDIT-BASED ASSET SERVICING
AND SECURITIZATION LLC
By:
----------------------------
Name:
Title:
SUNFISH MORTGAGE FUND LTD
By:
----------------------------
Name:
Title:
27
▇▇▇▇▇▇ LOAN SERVICING LP
By:
----------------------------
Name:
Title:
28
EXHIBIT A
FORM OF CONFIRMATION
[C-BASS LETTERHEAD]
[DATE]
RE: Special Sub-Servicing Agreement and Additional Purchased Residual
Certificates
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 Residual Certificates
identified below, and the related pool(s) of Mortgage Loans, shall be made
subject to the Special Sub-Servicing Agreement dated February ___, 2005, by
and among the Company, the Residual Holder and the Special Sub-Servicer (the
"Sub-Servicing Agreement").
▇▇▇▇▇▇
Specialty Original Face Special
Bloomberg Original Serviced Amount of First Servicing
Deal Ticker CUSIP Issue Date Class(es) Series (Y/N) Loss Bond Premium
All remittances with respect the Specially Serviced Mortgage Loans underlying
the Residual 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 Residual 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.
A-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.
Sunfish Mortgage Fund Ltd.,
as Residual Holder, by
Sunfish Management Group LLC
By:
----------------------------
Name:
Title:
Credit-Based Asset Servicing
and Securitization LLC,
as Residual Holder
By:
----------------------------
Name:
Title:
Acknowledge and agreed:
▇▇▇▇▇▇ Loan Servicing LP,
as the Special Sub-Servicer
By:
----------------------------
Name:
Title:
Countrywide Home Loans, Inc.,
Countrywide Home Loans
Servicing LP,
as the Company
By:
----------------------------
Name:
Title:
A-2
EXHIBIT B
CERTAIN COMPLIANCE MATTERS
To the extent required under applicable law, each originator and
subsequent mortgagee or servicer of the Mortgage Loan complied with all
licensing requirements and was authorized to transact and do business in
the jurisdiction in which the related Mortgaged Property is located at
all times when it held or serviced the Mortgage Loan. Any and all
requirements of any federal, state or local laws or regulations,
including, without limitation, usury, truth-in-lending, real estate
settlement procedures, consumer credit protection, anti-predatory
lending, fair credit reporting, unfair collection practice, equal credit
opportunity, fair housing and disclosure laws and regulations,
applicable to the solicitation, origination, collection and servicing of
such Mortgage Loan have been complied with in all material respects; and
any obligations of the holder of the Mortgage Note, Mortgage and other
loan documents have been complied with in all material respects;
servicing of each Mortgage Loan has been in accordance with prudent
mortgage servicing standards, any applicable laws, rules and regulations
and in accordance with the terms of the Mortgage Notes, Mortgage and
other loan documents, whether such origination and servicing was done by
Seller, its affiliates, or any third party which originated the Mortgage
Loan on behalf of, or sold the Mortgage Loan to, any of them, or any
servicing agent of any of the foregoing;
No predatory or deceptive lending practices, including but not limited
to, the extension of credit to the mortgagor without regard for the
mortgagor's ability to repay the Mortgage Loan and the extension of
credit to the mortgagor which has no apparent benefit to the mortgagor,
were employed by the originator of the Mortgage Loan in connection with
the origination of the Mortgage Loan;
No Mortgage Loan is subject to the provisions of the Homeownership and
Equity Protection Act of 1994 ("HOEPA"), except as identified as such on
the Mortgage Loan Schedule. With respect to any Mortgage Loan subject to
HOEPA, the Mortgage File contains a notice from the originator, and a
copy of a notice to each entity which was a purchaser or assignee of the
Mortgage Loan, satisfying the provisions of such Act and the regulations
issued thereunder, to the effect that the Mortgage Loan is subject to
special truth in lending rules;
No Mortgage Loan is subject to the City of Oakland Anti-Predatory
Lending Ordinance (i.e. the Oakland Residential Lending Ordinance No.
12361 C.M.S., the amendment No. 12362 C.M.S. to Oakland's Linked Banking
Services Ordinance and Resolution 01-62 of the Oakland Redevelopment
Agency, collectively the "Oakland Ordinance") except as identified on
the Mortgage Loan Schedule. Any Mortgage Loan subject to the Oakland
Ordinance is in compliance with the provisions of the Oakland Ordinance.
B-1
FORM OF CONFIRMATION
Custodial Accounts Schedule
B-2
EXHIBIT C
OPERATIONAL REQUIREMENTS
1.) Loan Transfer/Prior Month Report to Trust. The Company shall provide
the Special Sub-Servicer a copy of the previous month's report to the Trustee.
2.) Servicing Fee. The Special Sub-Servicer shall net its servicing fee
on all collections remitted to the Trustee.
3.) Loan Transfer Wire and Advance Reconciliation. Within five (5)
Business Days of the Sub-Special Sub-Servicer's receipt of the computer
records required pursuant to Section 2.01, the Special Sub-Servicer shall
remit to the Master Servicer, by wire transfer of immediately available funds,
an amount equal to the sum of the P&I Advances outstanding as of the Transfer
Date, and the aggregate amount of Servicing Advances and escrow advances, net
of any positive escrows. The Special Sub-Servicer and Master Servicer shall,
within fifteen (15) Business Days following the Transfer Date, make such
further monetary adjustments between them as shall be necessary to ensure the
proper payment of the advance amount by the Special Sub-Servicer to the Master
Servicer.
4.) Servicing Advance Reconciliation. The Master Servicer shall provide
the Special Sub-Servicer customary documentation (electronic format or invoice
with amount, type, and reason for advance) on all such Servicing Advances as
described in item 3 above. The Special Sub-Servicer shall then reimburse any
such reimbursable advances to the Master Servicer within five (5) business
days of the Master Servicer's presentation of such supporting documentation to
the Special Sub-Servicer; provided that, the Special Sub-Servicer shall not
reimburse the Master Servicer for items such as demand letter fees, interest
on advances, and any other similar fees.
5.) Life of Loan Tax Contract. The Master Servicer agrees to transfer
life of loan tax contracts to the Special Sub-Servicer; provided that, the tax
service contracts are transferred to the Special Sub-Servicer at no cost. For
Mortgage Loans without tax service contracts, the Special Sub-Servicer may
deduct from its remittance to the Master Servicer $[50] per Mortgage Loan to
purchase such tax service contracts.
6.) Flood Certificates. The Master Servicer agrees to transfer flood
certificates to the Special Sub-Servicer, provided that the flood certificates
are transferred to the Special Sub-Servicer at no cost. For Mortgage Loans
without a flood certificate, the Special Sub-Servicer may deduct from its
remittance to the Master Servicer $[35] per Mortgage Loan to purchase such
flood certificate.
7.) Rebatable Points and Fees. In the event a loan pays in full and
rebatable points and fees are due the Mortgagor, the Master Servicer shall
reimburse the Special Sub-Servicer within thirty (30) days of receipt of the
notice provided to the Master Servicer.
C-1
EXHIBIT D
Loan Level Information
Loan Level Information
Loan Number
Deal Name
Borrower Name
Borrower SS#
Co-Borrower Name
Co-Borrower SS#
Property Address (1)
Property Address (2)
Property Address (City)
Property Address (State)
Property Address (Zip)
Current Balance (UPBA)
Current Balance (UPBS)
Due Date
Last Payment Received Date
Balloon Flag (Y/N)
ARM Flag (Y/N)
ARM Index
ARM Next Rate Change
ARM Next Payment Change
ARM Margin
ARM Rate Cap
ARM Floor Rate
ARM Rate Change Frequency
Most Recent BPO Date
Most Recent BPO Value
Most Recent BPO Type Interior/Exterior)
Projected Loss
Anticipated Resolution Date
Most Recent Inspection Date
Occupancy Status
Property Condition
BPO LTV
CALTV
COLTV
Current P and I
Current Interest Rate
D-1
Loan Level Information
Original FICO
Current FICO
First Payment Date
Lien Position
Loan Purpose
Loan Type
Property Type
Maturity Date
Original Appraised Value
Original Balance
Origination Date
Original P and I
Original Rate
Original Sale Value
Original Term
P and I Actual 1
P and I Actual 2
P and I Actual 3
P and I Actual 4
P and I Actual 5
Past Due P and I
PMI Level
Prepayment Penalty Flag (Y/N)
Prepayment Penalty Amount Collected
Prepayment Penalty Term
Realized Loss Amount
Realized Loss Severity
Total Debt
Trustee Delinquency Status
Active BK Flag (Y/N)
BK Status
BK Case Number
BK Filing Date
BK Chapter
BK Proof of Claim Date
BK Proof of Claim Amount
BK Post Petition Due Date
BK Hearing Date
BK Stay Lift Date
BK Discharge Date
BK Dismissed Date
D-2
Loan Level Information
BK Motion Request Date
BK Motion Date
BK MFR Obtained
Most Recent Demand Date
Active FC Flag (Y/N)
FC Referral Scheduled Date
FC Referral Completion Date
FC 1st Legal Scheduled Date
FC 1st Legal Completion Date
FC Publication Date
Last Completed FC Step
Last Completed FC Step Date
FC Estimated Sale Date
FC Sale Date
Redemption Start Date
Redemption End Date
Eviction Status
Expected Vacate Date
REO Date
REO Status
REO Original List Date
REO Original List Price
REO Current List Date
REO Current List Price
REO Contract Price
REO Contract Date
REO Projected Sale Date
REO Projected Sales Price
REO Close Date
REO Sale Price
REO Net Proceeds
Repair Costs
Service Transfer Date
Most Recent Reason for Default
Last Attempted Contact Date
Last Contact Date with Borrower
Last Contact Result
Last Promise to Pay Date
Pending Loss Mitigation Status (Y/N)
Type of Loss Mitigation Pending
Modification Flag (Y/N)
D-3
Loan Level Information
Modified Balance
Modified Rate
Modified Term
Modified P and I
Repayment Plan Flag (Y/N)
Repayment Plan Start Date
Repayment Plan Payment
Repayment Plan Term
Current Senior Lien Balance
Hazard Insurance Pending (Y/N)
Hazard Claim Amount
Hazard Claim Status
Mortgage Insurance Pending (Y/N)
Mortgage Insurance NOD Date
Mortgage Insurance Claim Amount
Mortgage Insurance Status
Suspense Balance
Escrow Balance
Escrow Advance Balance
P&I Advances
Delinquent Interest Balance
Corporate Advance Balance
Liquidation Type
Liquidation Proceeds
Liquidation Date
UPBA at Liquidation
UPBS at Liquidation
Litigation Flag (Y/N)
12 Month Pay String (i.e. 111221123112)
Forced Place Insurance Flag (Y/N)
Next Hazard Insurance Premium Due Date
Next Tax Installment Due Date
Comment Date
Comment Type
Comment
D-4
SCHEDULE I
▇▇▇▇▇▇ % of First % of First
Specially Loss Bond Loan Bond Special
Bloomberg Issue Serviced Owned by Owned by Servicing Inv. Acct.
Deal Ticker Date Class Series (Y/N) Sunfish C-BASS Premium Effective Date Documentation
I-1
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 89 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 90+ delinquent loans).
4th business day of Month Two
The Company sends the electronic file to Excess Class 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
II-1
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 Exhibit 1 to this Schedule II
to Company.
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.
--------------------
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Servicing Transfer Instructions
I. NOTIFICATION OF LOANS TO TRANSFER
A. Company will prepare and provide a list of all Specially Serviced
Mortgage Loans past 90 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
Conversion data can be supplied in 3 formats:
A. Manual conversion
1. Provide a "master file data record" for each loan (accompanied by a
listing of all your code definitions).
2. Provide a trial balance containing all the loans. Provide for both
preliminary and final data.
3. Preliminary data should be provided within 24 hours after each
servicer acceptance date.
4. Final data should be provided within 24 hours after each servicing
transfer date.
Electronic conversion
5. If it is determined that this type of conversion is advantageous to
both parties the format (Microsoft Excel) will be furnished.
6. Preliminary data should be provided within 2 days after each servicer
acceptance date.
7. Final data should be provided within 2 days after servicing transfer
date.
8. A trial balance must be provided for both preliminary and final.
Tape to Tape conversion
9. If it is determined that this type of conversion is advantageous to
both parties the details will be furnished.
II-3
10. Preliminary tape should be provided within 24 hours after each
servicer acceptance date.
11. Final data tape should be provided within 24 hours after transfer
date.
12. A trial balance must be provided for both preliminary and final.
III. HOMEOWNER NOTIFICATION
1. The mortgagor notification (good-bye letter) must be mailed at least
15 days prior to the transfer date. A copy of your good-bye letter must be
faxed to ▇▇▇▇▇ ▇▇▇▇▇ (fax number ▇▇▇-▇▇▇-▇▇▇▇) for approval prior to mailing.
2. Electronic file or hard copies of your mortgagor notification letters
should be provided to LLS within 5 days after servicing transfer date.
3. INFORMATION FOR NOTIFICATION LETTERS
Hours of operation: 7:00 am to 7:00 pm (CST)
Customer Service Toll Free Number: (▇▇▇) ▇▇▇-▇▇▇▇
Correspondence Address: ▇▇▇▇▇▇ Loan Servicing, LP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Payment Address: ▇▇▇▇▇▇ Loan Servicing, LP
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
IV. HAZARD / FLOOD INSURANCE
The Hazard / Flood insurance policies should be in separate files
identified with your loan number.
1. Please request a change to the mortgagee clause as follows:
▇▇▇▇▇▇ Loan Servicing LP
Its Successors or Assigns
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
2. Copies of the mortgagee clause change requests should be provided to
LLS.
3. Any unpaid policies, expiration notices, cancellation notices, loans
with expired policies should be properly identified, sorted and marked for
special handling.
II-4
4. Individual loan insurance records showing payee (name and address),
due dates, frequency of payment, next due date, last paid date and last paid
amount should be provided in electronic format.
5. Provide a list of loans under your "force place coverage" program.
Will the coverage on individual loans remain in effect until expiration or be
canceled at time of the transfer?
6. Insurance loss drafts should provide all documentation on the current
status.
V. FHA LOANS
1. Provide a listing including the following items on FHA Loans with a
monthly premium.
Loan number
FHA case number
Anniversary date
Annual premium
Monthly amount
Total MIP paid to date
Next month the premium is due
2. Provide a listing including the following items on FHA loans that the
full premium was paid up front.
Loan number
FHA case number
Insuring date
Amount of prepaid premium
3. Provide a listing of all FHA Uninsured loans.
4. Provide a listing of all FHA 235 loans.
5. Provide your HUD ID#.
6. HUD Form 92080 should be completed with our HUD mortgagee number
(72313) and mailed to LLS for signing and forwarding to HUD. Remember, HUD
requires notification by tape if more than 15 loans are transferring.
VI. CONVENTIONAL LOANS
1. Provide the individual loan PMI certificates
II-5
2. Provide copies of the notification to the PMI companies requesting a
change of servicer to LLS.
3. Listing of all loans with PMI to include:
Loan number
PMI company
PMI certificate number
Next due date
Last amount paid
Percentage of Coverage
4. Homeowner Protection Act of 1998.
Loans originated after July 29, 1999: Provide copies of original
disclosure notice produced at origination of loan.
Loans originated prior to July 29, 1999: Provide the annual
disclosure notices supplied to borrowers.
5. Listing of loans that have Pool Insurance. If loan has Pool Insurance
supply name, address and phone number of insurance agency.
6. Listing of loans that have Pool Insurance and private mortgage
insurance.
VII. REAL ESTATE TAXES
1. Individual loan tax records showing payee (name and address), due
dates, frequency of payment, next due date, last paid date and last paid
amount along with tax contract numbers and vendor information should be
provided in electronic format.
2. Provide copies of any tax service contracts along with the request
for a change of servicer to LLS under the following vendor numbers
(Transamerica-2489, First American-56353, Lereta-65000, Fidelity-2059). We
also have tax contracts with other tax services, which you can contact us for
more information.
3. All property taxes due and payable should be paid prior to the
transfer date.
4. Provide a listing of any loans with delinquent taxes containing the
pertinent information as of the transfer date.
VIII. OPTIONAL INSURANCE
1. Only prepaid optional insurance should be provided to LLS.
All prepaid optional insurance should include the
following information.
II-6
Loan number
Insurance company
Type of coverage
Policy Number
Coverage Amount
Policy Effective Date
Premium Amount
Expiration Date
2. Copies of the master and/or individual policies for the insurance
coverage.
3. Copies of the notification sent to the insurance companies.
IX. INVESTOR REPORTS
1. Copy of the final remittance report to the investor including a trial
balance as of cut-off date.
2. Provide a list of all simple interest loans.
3. Provide a list of all loans currently on ACH Draft. The borrower to
be notified that their ACH Draft will be discontinued in your good bye letter.
X. CORPORATE ADVANCES
1. Provide list of all loans with corporate advances.
2. Back-up documentation must be supplied for any loan with a corporate
advance. The documentation must balance to the advance amount.
3. Back-up documentation must be received at the time of transfer.
XI. MERS DATA
1. All MERS loans must be moved to correct ORG ID to coincide with
transfer.
2. The batch number must be supplied to ▇▇▇▇▇▇.
3. The MIN number must be supplied for each loan transferred on MERS.
XII. PAYOFFS
1. Provide a list of loans that have prepayment penalty provisions in
the mortgage.
II-7
2. Loan level prepayment penalty information must be provided on any
loan with a prepayment penalty. This information should be provided in an
electronic file or hard copy.
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 release should be provided.
XIII. ADJUSTABLE RATE MORTGAGES / GPM / BUYDOWNS / BALLOONS
1. Provide individual loan historical rate and P&I changes.
2. ARM provisions for each loan within the portfolio
3. Provide list of ARM Plans and definitions.
4. Provide a list of loans that are step rate and/or GPM mortgages with
status of account.
5. Provide a list of loans that are buydowns with status of account.
6. Provide a list of balloon loans, their maturity dates, amortization
term and if they have a convertible option. If a loan has reached its maturity
date prior to conversion furnish the current status.
7. Provide a list of loans that are Soldiers and Sailors and copies of
their orders.
XIV. FORECLOSURES
1. A list of contact people for the Foreclosure, Claims and Bankruptcy
area needs to be provided to ▇▇▇▇▇▇.
2. A listing of loans in foreclosure, sorted by state, including status
report on each loan showing the current stages of the foreclosure, the
foreclosure referral date and who is holding the original documents. Alltel
users please provide For1, For2 and For3 screens or Foreclosure (Service
Release report). Preliminary report should be provided within 3 days after
each servicer acceptance date and a final report at the time of the transfer.
3. Name and address listing of foreclosure attorneys/ Preliminary report
should be provided within 3 days after each servicer acceptance date.
II-8
4. Listing of any loans pending a Refunding to the Va., HUD Assignment,
approved Dil, Presale or Partial Claim/ Preliminary report should be provided
within 3 days after each servicer acceptance date and a final report at the
time of the transfer.
5. Listing of any loan currently in litigation and a report to be
provided at time of transfer.
6. Listing of loans with escrow advances due to delinquency, include
breakdown with bills and ledgers attached and reconciled (90, 60, 30) / Report
to be provided at time of transfer.
7. Report of delinquent loans 90 days or older that are not active in
foreclosure and or bankruptcy; list date of breach letter and provide copies
of breach letter for our file.
8. Vendor invoices to be paid up to the transfer date.
9. Report of any loans on a stipulation or payment agreement and a copy
of the agreement to be included in the file.
10. The name of the beneficiary they are using for foreclosures.
11. Files for foreclosures, bankruptcies, claims, breached loans,
repayment plans and active loss mitigation accounts must be sorted and
identified separately by marking the front of the file or boxing separately.
12. Trailing correspondence should be sent weekly with the exception of
checks or money orders which should be forwarded daily.
13. Foreclosure files should be sent to the following address:
▇▇▇▇▇▇ Loan Servicing LP
ATTN: ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
III. BANKRUPTCY
14. Preliminary listing of loans active in bankruptcy, sorted by state,
including the following information. (a) Type of Chapter filed (b) Date
Bankruptcy filed (c) Case Number. Alltel users please provide BNK1 or
Bankruptcy Service Release report. This report should be forwarded within 3
days after deal closing and a final provided on the transfer date.
15. Listing showing names and address of the debtor's attorney, Seller's
attorney and Bankruptcy Trustee. A preliminary report should be provided
within 3
II-9
days after each servicer acceptance date and a final provided on the date of
the transfer.
16. Listing of pending relief of stays.
17. Loan level listing of all loans with agreed orders or stipulation
agreements with the current status on each of the cases.
18. Listing of loans with escrow advances due to bankruptcy. Include
breakdown with ▇▇▇▇ and ledgers attached and reconciled (90, 60, 30 days).
19. Copies of letters to bankruptcy attorney advising of the transfer.
20. List of any cramdowns.
21. Files should be sorted and clearly marked for special handling.
22. Files should have the status shown on the front of each file and
status screen prints included in each file.
23. Provide a status report that includes attorney's name and phone
number, chapter, case number, BK billing date, POC date, prepetition due date,
post petition due date and motion status if filed as of the transfer date.
24. Bankruptcy files should be sent to the following address:
▇▇▇▇▇▇ Loan Servicing LP
ATTN: ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
XV. LOSS MITIGATION
1. Short Sale
Recent Property Valuation
Sales Contract
HUD-1 Settlement Statement, estimated
Realtor/Broker contact information
Borrower financials
Borrower hardship letter
Approval letter (if approved and not closed prior to servicing transfer)
2. Modification: A preliminary report should be provided within 3 days
after each servicer acceptance date and the final at servicing transfer date.
II-10
Recent Property Valuation
Title Search
Modification Agreement or terms of Modification
Document/Title co. contact information
Borrower financials
Borrower hardship letter
Identification of any funds collected in conjunction with modification.
3. Deed-in-Lieu of Foreclosure
Recent Property Valuation
Title Search
D-I-L Agreement
Document/Title co. contact information
Borrower financials
Borrower hardship letter
4. Partial-Claims
Borrower financials
Borrower hardship letter
HUD Insurance Certificate
Identify prior partial claim filings if applicable
5. OTHER
1. Provide current year's loan history to the transfer date
plus the four prior calendar year's loan histories
accompanied by an explanation of your transaction codes.
History should be provided in an electronic file or hard
copy. A preliminary report should be forwarded within 3 days
after each servicer acceptance date and the final within 2
days after servicing transfer date.
2. Provide copies of the last two-escrow analysis with an
explanation of your analysis method (cushion, etc.).
3. Provide the currently active collection records and
pertinent information on delinquent loans along with FICO
scores, BPO values, extension data and payment plan data. A
preliminary report should be forwarded within 3 days after
each servicer acceptance date and the final at servicing
transfer date. This information should be provided in an
electronic file or hard copy.
4. Your check for the escrow balances matching the cut-off
trial balance.
5. Your check for any unapplied funds and an indication as to
how each unapplied payment should be applied.
II-11
6. Listing of the first lien holder (containing company,
address and loan number), if the loan being transferred is a
second lien.
7. Loan payments and/or payoff funds received after the cut-off
should be endorsed to ▇▇▇▇▇▇ Loan Servicing LP and forwarded
by overnight service to the following address within
twenty-four hours, properly identified with your loan
number.
▇▇▇▇▇▇ Loan Servicing LP
Attn: Cashiering Department
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
8. Please ship the entire loan file (hard, microfiche or
imaged) and all documents to LLS to be received by the
transfer date. Provide electronic inventory ledger with
servicing files to identify loans within each box. Any
information such as preliminary trial balances, master file
data records, default information, previous year's ledger
histories, etc. should be furnished as early as possible
prior to the transfer date. Any file sent to LLS that we
will not be servicing will be returned via uninsured regular
mail unless LLS is supplied with shipping instructions and
method of payment.
All servicing files should be sent to:
▇▇▇▇▇▇ Loan Servicing LP
Attn: Records Management Department
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
9. All reports such as trial balances, master file data
records, default information, histories, etc. should be sent
to :
▇▇▇▇▇▇ Loan Servicing LP
Attn: ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Remember it is your responsibility to furnish all required IRS reporting
statements on these loans for the current year up to the transfer date both to
the mortgagors and to the appropriate government agencies.
II-12
Your cooperation in expediting this transfer is appreciated. Should you or any
member of your staff have any questions concerning this transfer, please feel
free to call me or the appropriate individual listed below at ▇-▇▇▇-▇▇▇-▇▇▇▇.
II-13
SCHEDULE III
REQUEST FOR RELEASE OF DOCUMENTS
To: [Countrywide Home Loans, Inc.][Countrywide Home Servicing LP] 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.][Countrywide Home Servicing LP] 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.][Countrywide Home Servicing LP].
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
FORM OF OFFICER'S CERTIFICATION
(attached)
OFFICER'S CERTIFICATION
Re: Deal Name: (use the pool name reflected on Schedule A)
------------------------------
------------------------------
Countrywide Loan #: Special Sub-Servicer Loan #:
---------------------- -------------
Countrywide 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 0.00
Preservation
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
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