EXHIBIT 10.1.3
SELLER'S PURCHASE, WARRANTIES AND SERVICING
AGREEMENT, DATED AS OF DECEMBER 1,
2001, BETWEEN ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE
COMPANY AND BANK ONE, N.A.
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▇▇▇▇▇▇▇ SACHS MORTGAGE COMPANY
Purchaser,
BANK ONE, N.A.,
Seller
and
BANK ONE, N.A.
Servicer
SELLER'S PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of December 1, 2001
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TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS.................................................................................2
Section 1.01 Defined Terms...............................................................................2
ARTICLE II SERVICING OF MORTGAGE LOANS; RECORD TITLE AND POSSESSION OF MORTGAGE FILES; BOOKS
AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF MORTGAGE LOAN DOCUMENTS......................15
Section 2.01 Agreement to Purchase......................................................................15
Section 2.02 Purchase Price.............................................................................15
Section 2.03 Servicing of Mortgage Loans................................................................15
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files..............16
Section 2.05 Books and Records..........................................................................16
Section 2.06 Transfer of Mortgage Loans.................................................................17
Section 2.07 Delivery of Mortgage Loan Documents........................................................17
Section 2.08 Quality Control Procedures.................................................................19
Section 2.09 Closing....................................................................................20
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER; REPURCHASE; REVIEW
OF MORTGAGE LOANS..........................................................................21
Section 3.01 Examination of Mortgage Files..............................................................21
Section 3.02 Representations and Warranties of the Seller and the Servicer..............................21
Section 3.03 Representations and Warranties as to Individual Mortgage Loans.............................24
Section 3.04 Repurchase.................................................................................33
Section 3.05 Repurchase of Mortgage Loans with Early Payment Default:...................................35
Section 3.06 Purchase Price Protection..................................................................35
Section 3.07 Representations and Warranties of the Purchaser............................................35
ARTICLE IV ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS.........................................38
Section 4.01 The Servicer to Act as Servicer............................................................38
Section 4.02 Collection of Mortgage Loan Payments.......................................................39
Section 4.03 Realization Upon Defaulted Mortgage Loans..................................................39
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts........................41
Section 4.05 Permitted Withdrawals From the Custodial Account...........................................42
Section 4.06 Establishment of Escrow Accounts; Deposits in Accounts.....................................44
Section 4.07 Permitted Withdrawals From the Escrow Account..............................................45
Section 4.08 Payment of Taxes, Insurance and Charges; Maintenance of Primary Mortgage Insurance;
Collections Thereunder..................................................................45
Section 4.09 Transfer of Accounts.......................................................................46
Section 4.10 Maintenance of Hazard Insurance............................................................46
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy........................................48
Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance............................48
Section 4.13 Inspections................................................................................49
Section 4.14 Restoration of Mortgaged Property..........................................................49
Section 4.15 Claims.....................................................................................50
Section 4.16 Title, Management and Disposition of REO Property..........................................50
Section 4.17 Real Estate Owned Reports..................................................................51
Section 4.18 Liquidation Reports........................................................................51
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged Property.............................52
Section 4.20 Notification of Maturity Date..............................................................52
ARTICLE V PAYMENTS TO THE PURCHASER..................................................................53
Section 5.01 Distributions..............................................................................53
Section 5.02 Statements to the Purchaser................................................................53
Section 5.03 Monthly Advances by the Servicer...........................................................54
Section 5.04 Liquidation Reports........................................................................55
ARTICLE VI GENERAL SERVICING PROCEDURES...............................................................56
Section 6.01 Assumption Agreements......................................................................56
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files....................................57
Section 6.03 Servicing Compensation.....................................................................58
Section 6.04 Annual Statement as to Compliance..........................................................58
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report..........................58
Section 6.06 Purchaser's Right to Examine Servicer Records..............................................59
Section 6.07 Compliance with REMIC Provisions...........................................................59
Section 6.08 Servicer Shall Provide Information as Reasonably Required..................................59
ARTICLE VII SERVICER TO COOPERATE......................................................................61
Section 7.01 Provision of Information...................................................................61
Section 7.02 Financial Statements; Servicing Facility...................................................61
ARTICLE VIII THE SELLER AND THE SERVICER................................................................62
Section 8.01 Indemnification; Third Party Claims........................................................62
Section 8.02 Merger or Consolidation of the Seller or the Servicer......................................62
Section 8.03 Limitation on Liability of the Seller and Others...........................................63
Section 8.04 Servicer Not to Resign.....................................................................63
Section 8.05 No Transfer of Servicing...................................................................64
ARTICLE IX DEFAULT....................................................................................65
Section 9.01 Events of Default..........................................................................65
Section 9.02 Waiver of Defaults.........................................................................67
ARTICLE X TERMINATION................................................................................68
Section 10.01 Termination................................................................................68
Section 10.02 Termination Without Cause..................................................................68
ARTICLE XI RECONSTITUTION OF MORTGAGE LOANS...........................................................69
Section 11.01 Reconstitution of Mortgage Loans...........................................................69
ARTICLE XII MISCELLANEOUS PROVISIONS...................................................................72
Section 12.01 Successor to the Servicer..................................................................72
Section 12.02 Amendment..................................................................................73
Section 12.03 Governing Law..............................................................................73
Section 12.04 Notices....................................................................................73
Section 12.05 Severability of Provisions.................................................................74
Section 12.06 Duration of Agreement......................................................................74
Section 12.07 Exhibits...................................................................................75
Section 12.08 General Interpretive Principles............................................................75
Section 12.09 Reproduction of Documents..................................................................75
Section 12.10 Confidentiality of Information.............................................................76
Section 12.11 Recordation of Assignments of Mortgage.....................................................76
Section 12.12 Assignment by Purchaser, Seller and Servicer...............................................76
Section 12.13 No Partnership.............................................................................77
Section 12.14 Execution; Successors and Assigns..........................................................77
Section 12.15 Entire Agreement...........................................................................77
Section 12.16 No Solicitation............................................................................77
EXHIBITS
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A-1 Contents of Mortgage File
A-2 Contents of Servicing File
B Form of Custodial Account Letter Agreement
C Form of Escrow Account Letter Agreement
D Form of Assignment, Assumption and Recognition Agreement
E Form of Monthly Servicing Report
F Mortgage Loan Schedule
G Request for Release of Documents and Receipt
H Form of Bring Down Letter
I Form of Opinion of Counsel to Seller
J Form of Custodial Agreement
This is a Seller's Purchase, Warranties and Servicing
Agreement, dated as of December 1, 2001 and is executed between ▇▇▇▇▇▇▇
▇▇▇▇▇ MORTGAGE COMPANY, as purchaser (the "Purchaser"), BANK ONE, N.A., as
seller ( the "Seller") and as servicer (the "Servicer").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Purchaser has heretofore agreed to purchase from
the Seller and the Seller has heretofore agreed to sell to the Purchaser
certain one to four family, first lien adjustable rate Mortgage Loans,
servicing rights retained, which have an aggregate outstanding principal
balance as of the close of business on the Cut-Off Date, after deduction of
payments due on or before such date (whether or not received) of
approximately $123,551,560.62 pursuant to the terms of a letter agreement
by and between the Seller and the Purchaser (the "Purchase Price and Terms
Letter").
WHEREAS, each of the Mortgage Loans is secured by a mortgage,
deed of trust or other security instrument creating a first priority lien
on a residential dwelling located in the jurisdiction indicated on the
Mortgage Loan Schedule, which is annexed hereto as Exhibit F. The Mortgage
Loans as described herein shall be delivered in groups of whole loans
(each, a "Mortgage Loan Package") on various dates as provided herein
(each, a "Closing Date"); and
WHEREAS, the Purchaser, the Seller and the Servicer wish to
prescribe the representations and warranties of the Seller with respect to
itself and the Mortgage Loans and the management, servicing and control of
the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Purchaser, the
Seller and the Servicer agree as follows:
ARTICLE I
DEFINITIONS
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Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage
Loan, those mortgage servicing practices (including collection procedures)
of prudent mortgage banking institutions which service mortgage loans of
the same type as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located, and which are in accordance with ▇▇▇▇▇▇ Mae
servicing practices and procedures, for MBS pool mortgages, as defined in
the ▇▇▇▇▇▇ ▇▇▇ Guides including future updates.
Adjustable Rate Mortgage Loan: An adjustable rate mortgage loan
purchased pursuant to this Agreement.
Adjustment Date: With respect to each Adjustable Rate Mortgage
Loan, the date set forth in the related Mortgage Note on which the Mortgage
Interest Rate on the Mortgage Loan is adjusted in accordance with the terms
of the Mortgage Note.
Agreement: This Seller's Purchase, Warranties and Servicing
Agreement including all exhibits hereto, amendments hereof and supplements
hereto.
ALTA: The American Land Title Association or any successor
thereto.
Appraised Value: With respect to any Mortgaged Property, the
lesser of (i) the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage
Loan by an appraiser who met the underwriting requirements of the
originator, and (ii) the purchase price paid for the related Mortgaged
Property by the Mortgagor with the proceeds of the Mortgage Loan, provided,
however, in the case of a Refinanced Mortgage Loan, such value of the
Mortgaged Property is based solely upon the value determined by an
appraisal made for the originator of such Refinanced Mortgage Loan at the
time of the refinancing by an appraiser who met the underwriting
requirements of the originator.
Assignment: An assignment of the Mortgage, notice of transfer
or equivalent instrument in recordable form, sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to
reflect the sale or other transfer of the Mortgage.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a legal holiday in the State of New York, or (iii) a day on which
banks or savings and loan associations in the State of New York are
authorized or obligated by law or executive order to be closed.
Closing Date: December 19, 2001.
Closing Documents: The Closing Documents shall consist of fully
executed originals of the following documents:
(i) this Agreement, dated as of the Cut-off Date, in two
counterparts;
(ii) the Custodial Agreement, dated as of the Cut-off Date,
in three counterparts, in the form attached as Exhibit J to this Agreement;
(iii) the Mortgage Loan Schedule, one copy to be attached to
each counterpart of this Agreement, and to each counterpart of the
Custodial Agreement, as the Mortgage Loan Schedule thereto;
(iv) a Receipt and Certification, as required under the
Custodial Agreement;
(v) an officer's certificate of the Seller substantially
in the form of Exhibit F attached hereto; and
(vi) an Opinion of Counsel of the Seller, substantially in
the form of Exhibit I hereto.
Code: The Internal Revenue Code of 1986, as the same may be
amended from time to time (or any successor statute thereto).
Condemnation Proceeds: All awards or settlements in respect of
a Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
Credit Score: The credit score for each Mortgage Loan shall be
the minimum of two credit bureau scores obtained at origination or such
other time by the Seller. If two credit bureau scores are obtained, the
Credit Score will be the lower score. If three credit bureau scores are
obtained, the Credit Score will be the middle of the three. When there is
more than one applicant, the lowest of the applicants' Credit Scores will
be used. There is only one (1) score for any loan regardless of the number
of borrowers and/or applicants. The minimum Credit Score for each Mortgage
Loan will be in accordance with the Seller's Underwriting Standards (as
defined below).
Custodial Account: Each separate demand account or accounts
created and maintained pursuant to Section 4.04 which shall be established
as an Eligible Account, in the name of the Person that is the "Purchaser"
with respect to the related Mortgage Loans.
Cut-off Date: December 1, 2001.
Determination Date: The 15th day (or if such 15th day is not a
Business Day, the Business Day immediately preceding such 15th day) of the
month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is
due on a Mortgage Loan, exclusive of any days of grace, which in all cases
is the first day of the month.
Due Period: With respect to any Remittance Date, the period
commencing on the second day of the month preceding the month of such
Remittance Date and ending on the first day of the month of the Remittance
Date.
Eligible Account: An account established and maintained: (a)
within FDIC insured accounts (or other accounts with comparable insurance
coverage acceptable to the Rating Agencies) created, maintained and
monitored by the Servicer so that all funds deposited therein are fully
insured, or (b) in a separate non-trust account without FDIC or other
insurance in an Eligible Institution. In the event that a Custodial Account
is established pursuant to clause (b) of the preceding sentence, the
Servicer shall provide the Purchaser with written notice on the Business
Day following the date on which the applicable institution fails to meet
the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest
short-term debt rating, and one of the two highest long-term debt ratings
of the Rating Agency; or (ii) with respect to any Custodial Account, an
unsecured long-term debt rating of at least one of the two highest
unsecured long-term debt ratings of the Rating Agencies.
E&O Policy: An errors and omissions insurance policy to be
maintained by the Servicer pursuant to Section 4.12.
Escrow Account: Each separate trust account or accounts created
and maintained pursuant to Section 4.06 which shall be established as an
Eligible Account, in the name of the Person that is the "Purchaser" with
respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting taxes, municipal charges, mortgage insurance premiums, fire
and hazard insurance premiums, and any other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage,
applicable law or any other related document.
Event of Default: Any one of the conditions or circumstances
enumerated in Section 9.01.
▇▇▇▇▇▇ ▇▇▇: The entity formerly known as the Federal National
Mortgage Association, or any successor thereto.
▇▇▇▇▇▇ Mae Guides: The ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇' Guide and the ▇▇▇▇▇▇
Mae Servicers' Guide and all amendments or additions thereto, including,
but not limited to, future updates thereof.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer
pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989.
First Remittance Date: January 18, 2002.
▇▇▇▇▇▇▇ Mac: The entity formerly known as the Federal Home Loan
Mortgage Corporation, or any successor thereto.
▇▇▇▇▇▇▇ Mac Guides: The ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇' Guide and the
▇▇▇▇▇▇▇ Mac Servicers' Guide and all amendments or additions thereto,
including, but not limited to, any future updates thereof.
GAAP: Generally accepted accounting procedures, consistently
applied.
Gross Margin: With respect to any Adjustable Rate Mortgage
Loan, the fixed percentage amount set forth in the related Mortgage Note
and the related Mortgage Loan Schedule that is added to the Index on each
Adjustment Date in accordance with the terms of the related Mortgage Note
to determine the new Mortgage Interest Rate for such Mortgage Loan.
HUD: The United States Department of Housing and Urban
Development or any successor thereto.
Index: With respect to any Adjustable Rate Mortgage Loan, the
index identified on the Mortgage Loan Schedule and set forth in the related
Mortgage Note for the purpose of calculating the Mortgage Interest Rate
thereon.
Insurance Proceeds: Proceeds of any mortgage insurance, title
policy, hazard policy or other insurance policy covering a Mortgage Loan,
if any, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Servicer would follow in
servicing mortgage loans held for its own account.
Liquidation Proceeds: Cash (other than Insurance Proceeds or
Condemnation Proceeds) received in connection with the liquidation of a
defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale
of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan or the Mortgage Property is sold by the
Mortgagor with the Lenders' consent.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
ratio of the original loan amount of the Mortgage Loan at its origination
or refinancing, as applicable, to the Appraised Value of the Mortgaged
Property.
Maximum Mortgage Interest Rate: With respect to each Adjustable
Rate Mortgage Loan, a rate that is set forth on the related Mortgage Loan
Schedule and in the related Mortgage Note and is the maximum interest rate
to which the Mortgage Interest Rate on such Mortgage Loan may be increased
on any Adjustment Date.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware,
or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the MERS System.
MERS System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
Minimum Mortgage Interest Rate: With respect to each Adjustable
Rate Mortgage Loan, a rate that is set forth on the related Mortgage Loan
Schedule and in the related Mortgage Note and is the minimum interest rate
to which the Mortgage Interest Rate on such Mortgage Loan may be decreased
on any Adjustment Date.
MOM Loan: Any Mortgage Loan as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage Loan and
its successors and assigns.
Monthly Advance: The payment required to be made by the
Servicer with respect to any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment on a Mortgage
Loan due on any Due Date pursuant to the terms of the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument and
any riders thereto securing a Mortgage Note, which creates a first lien on
an unsubordinated estate in fee simple in real property securing the
Mortgage Note; except that with respect to real property located in
jurisdictions in which the use of leasehold estates for residential
properties is a widely-accepted practice, the mortgage, deed of trust or
other instrument securing the Mortgage Note may secure and create a first
upon a leasehold estate of the Mortgagor.
Mortgage File: With respect to each Mortgage Loan, the
documents pertaining thereto specified in Exhibit A-1 and any additional
documents required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Interest Rate: The annual rate at which interest
accrues on any Mortgage Loan in accordance with the provisions of the
related Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject
of this Agreement, each Mortgage Loan originally sold and subject to this
Agreement being identified on the Mortgage Loan Schedule, which Mortgage
Loan includes without limitation the Mortgage File, the Monthly Payments,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds, any escrow accounts related
to the Mortgage Loan, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan,
excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: With respect to a Mortgage Loan, the
original Mortgage Note with applicable addenda and riders, the original
security instrument and the originals of any required addenda and riders,
the original Assignment and any original intervening related Assignments,
the original title insurance policy, and the related appraisal report.
Mortgage Loan Remittance Rate: With respect to each Mortgage
Loan, the Mortgage Interest Rate less the Servicing Fee Rate .
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed
hereto as Exhibit F, such schedule setting forth the following information
with respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Seller's Mortgage Loan identifying number;
(2) the Mortgagor's name;
(3) the street address of the Mortgaged Property including
the state and zip code;
(4) a code indicating whether the Mortgaged Property is
owner-occupied;
(5) the type of residential property constituting the
Mortgaged Property (including a code indicating whether the Mortgaged
Property is a single family residence, two family residence, three family
residence, four family residence, condominium, or planned unit development;
(6) the original months to maturity or the remaining
months to maturity from the Cut-off Date, in any case based on the original
amortization schedule and, if different, the maturity expressed in the same
manner but based on the actual amortization schedule;
(7) the Loan-to-Value Ratio at origination and as of the
Cut-off Date;
(8) the Due Date of the Mortgage Loan;
(9) the Mortgage Interest Rate at origination and as of the
Cut-off Date
(10) the Mortgage Loan Remittance Rate;
(11) the Servicing Fee Rate;
(12) the Mortgage Loan origination date;
(13) the paid through date;
(14) the stated maturity date of the Mortgage Loan (and, if
different, the stated maturity date indicated on the Mortgage Note on its
date of origination) and the original term to maturity;
(15) the amount of the Monthly Payment as of the Cut-off Date;
(16) the original principal amount of the Mortgage Loan as of
the date of origination;
(17) the Scheduled Principal Balance of the Mortgage Loan as of
the Cut-off Date;
(18) a code indicating the purpose of the Mortgage Loan (i.e.,
purchase, rate and term refinance, equity take-out refinance);
(19) a code indicating the documentation style (i.e. full,
alternative or reduced);
(20) the number of times during the twelve (12) month period
preceding the Closing Date that any Monthly Payment has been received
thirty (30) or more days after its Due Date;
(21) the date on which the first payment is or was due;
(22) a code indicating whether or not the Mortgage Loan is
insured as to payment defaults by a Primary Mortgage Insurance Policy; and,
in the case of any Mortgage Loan which is insured as to payment defaults by
a Primary Mortgage Insurance Policy, the name of the provider of such
Primary Mortgage Insurance Policy;
(23) a code indicating whether or not the Mortgage Loan is the
subject of a Prepayment Penalty as well as the terms of the Prepayment
Penalty;
(24) the Primary Mortgage Insurance Policy certificate number,
if applicable;
(25) the Primary Mortgage Insurance Policy coverage percentage,
if applicable;
(26) a code indicating the Credit Score of the Mortgagor at the
time of origination of the Mortgage Loan;
(27) a code indicating the credit grade and specific
loan/underwriting program of each Mortgage Loan as assigned by the Seller
pursuant to the Underwriting Standards;
(28) the loan type (i.e. fixed, adjustable; 1/1, 3/1, 5/1, 7/1,
etc.);
(29) with respect to each Adjustable Rate Mortgage Loan, the
first Adjustment Date and the Adjustment Date frequency;
(30) with respect to each Adjustable Rate Mortgage Loan, the
Gross Margin;
(31) with respect to each Adjustable Rate Mortgage Loan, the
Maximum Mortgage Interest Rate under the terms of the Mortgage Note;
(32) with respect to each Adjustable Rate Mortgage Loan, the
Minimum Mortgage Interest Rate under the terms of the Mortgage Note;
(33) with respect to each Adjustable Rate Mortgage Loan, the
Periodic Rate Cap;
(34) with respect to each Adjustable Rate Mortgage Loan, the
first Adjustment Date immediately following the related Cut-off Date;
(35) with respect to each Adjustable Rate Mortgage Loan, the Index;
(36) a code indicating whether the Mortgagor or the Mortgaged
Property is the subject of a bankruptcy case;
(37) whether there is a second lien on the Mortgaged Property, and
(38) if there is a second lien, the combined Loan-to-Value
Ratio, and
(39) a code indicating whether the Mortgage Loan is a MERS
Mortgage Loan.
With respect to the Mortgage Loans in the aggregate in each
Mortgage Loan Package, the Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date unless otherwise specified:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of
the Mortgage Loans;
(3) .the weighted average Mortgage Interest Rate of the
Mortgage Loans;
(4) the weighted average original months to maturity of
the Mortgage Loans and the weighted average remaining months to maturity of
the Mortgage Loans.
Mortgage Note: The note or other evidence of the indebtedness
of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing
repayment of a Mortgage Note, consisting of a fee simple parcel of real
estate or a leasehold estate, the term of which is equal to or at least ten
(10) years longer than the term of the related Mortgage Note. With respect
to a Co-op Loan, the related Co-op Stock and Co-op Lease securing the
indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Nondisqualification Opinion: An opinion of counsel experienced
in mortgage loan securitization that a particular action will not cause a
REMIC to cease to qualify as such.
OCC: Office of the Comptroller of the Currency, its successors
and assigns.
Officers' Certificate: A certificate signed by the Chairman of
the Board, the Vice Chairman of the Board, the President, a Senior Vice
President or a Vice President and by the Treasurer or the Secretary or one
of the Assistant Treasurers or Assistant Secretaries of the Seller, and
delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
employee of the party on behalf of whom the opinion is being given,
reasonably acceptable to the Purchaser.
OTS: Office of Thrift Supervision.
Pass-Through Transfer: As defined in Section 11.01(a)(ii).
Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan and any Adjustment Date therefor, a number of percentage
points per annum that is set forth in the related Mortgage Loan Schedule
and in the related Mortgage Note, which is the maximum amount by which the
Mortgage Interest Rate for such Mortgage Loan may increase (without regard
to the Maximum Mortgage Interest Rate) or decrease (without regard to the
Minimum Mortgage Interest Rate) on such Adjustment Date from the Mortgage
Interest Rate in effect immediately prior to such Adjustment Date, which
may be a different amount with respect to the first Adjustment Date.
Person: Any individual, corporation, partnership, joint
venture, association, limited liability company, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
Prepayment Interest Shortfall: The sum, for each Mortgage Loan
as to which there was a full or partial prepayment (including receipt of
Condemnation Proceeds, Liquidation Proceeds, or Insurance Proceeds) during
a Prepayment Period, of the difference between the interest that would have
accrued on such Mortgage Loan for the Due Period in which the prepayment
occurs if no such prepayment had occurred, and the interest that actually
accrues on such Mortgage Loan during such Due Period.
Prepayment Penalty: With respect to each Mortgage Loan, the
penalty if the Mortgagor prepays such Mortgage Loan as provided in the
related Mortgage Note or Mortgage.
Prepayment Period: With respect to each Remittance Date, the
period commencing on the first day of the month preceding the month in
which such Remittance Date occurs, and ending on the last day of such
month.
Primary Mortgage Insurance Policy: Each policy of primary
mortgage insurance represented to be in effect pursuant to Section
3.02(cc), or any replacement policy therefor obtained by the Servicer
pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time
to time as published as the average rate in The Wall Street Journal
(Northeast Edition).
Principal Balance: As to each Mortgage Loan, (i) the actual
outstanding principal balance of the Mortgage Loan at the Cut-off Date
after giving effect to payments of principal due on or before such date,
whether or not received, minus (ii) all amounts attributable to principal
collected from or on behalf of the Mortgagor, including the principal
portion of Liquidation Proceeds, Condemnation Proceeds, and Insurance
Proceeds.
Principal Prepayment: Any full or partial payment or other
recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date, including any Prepayment Penalty or premium thereon
and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchase Price and Terms Letter: As defined in the Recitals to
this Agreement which may also be a form of trade execution notice.
Purchaser: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company, or its successor in
interest or any successor to the Purchaser under this Agreement as herein
provided.
Qualified Appraiser: With respect to each Mortgage Loan, an
appraiser, duly appointed by the originator, who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security
thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, and such appraiser and the appraisal made
by such appraiser both satisfy the requirements of ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇
Mac and Title XI of FIRREA and the regulations promulgated thereunder, all
as in effect on the date the Mortgage Loan was originated.
Qualification Defect: With respect to a Mortgage Loan, (a) a
defective document in the Mortgage File, (b) the absence of a document in
the Mortgage File, or (c) the breach of any representation, warranty or
covenant with respect to the Mortgage Loan made by the Seller, but, in each
case, only if the affected Mortgage Loan would cease to qualify as a
"qualified mortgage" for purposes of the REMIC Provisions.
Qualified Depository: A federal or state chartered depository
institution the deposits in which are insured by the FDIC to the applicable
limits and the short-term unsecured debt obligations of which (or, in the
case of a depository institution that is a subsidiary of a holding company,
the short-term unsecured debt obligations of such holding company) are
rated A-1 by Standard & Poor's Ratings Group or Prime-1 by ▇▇▇▇▇'▇
Investors Service, Inc. (or a comparable rating if another rating agency is
specified by the Purchaser by written notice to the Servicer) at the time
any deposits are held on deposit therein.
Qualified Insurer: An insurance company duly qualified as such
under the laws of the states in which the Mortgaged Properties are located,
duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided by the insurance
policy issued by it, approved as an insurer by ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac.
Rating Agencies: ▇▇▇▇▇'▇ Investors Services, Inc., Standard &
Poor's Ratings Group, Fitch, Inc., or any other nationally recognized
statistical credit rating agency rating any security issued in connection
with any Pass-Through Transfer.
Reconstitution Date: The date on which any or all of the
Mortgage Loans serviced under this Agreement shall be reconstituted as part
of a Pass-Through Transfer or Whole Loan Transfer pursuant to Section 11.01
hereof. The Reconstitution Date shall be such date the Purchaser shall
designate in writing to the Seller.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a
Mortgagor who owned the Mortgaged Property prior to the origination of such
Mortgage Loan and the proceeds of which were used in whole or part to
satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating to a REMIC, which appear at Section 860A through 860G of
Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions,
and regulations, rulings or pronouncements promulgated thereunder, as the
foregoing may be in effect from time to time.
Remittance Date: The 18th day of each month, beginning with the
First Remittance Date, or if such day is not a Business Day, the first
Business Day thereafter.
REO Disposition: The final sale by the Servicer of any REO
Property.
REO Disposition Proceeds: Amounts received by the Servicer in
connection with an REO Disposition, net of associated expenses.
REO Property: A Mortgaged Property acquired by or on behalf of
the Purchaser in full or partial satisfaction of the related Mortgage as
described in Section 4.16.
Repurchase Price: Unless agreed otherwise by the Purchaser and
the Seller (including in the Purchase Price and Terms Letter) a price equal
to (i) the greater of (A) the product of the percentage of par stated in
the related Purchase Price and Terms Letter and the outstanding principal
balance of the Mortgage Loan and (B) and the Principal Balance of the
Mortgage Loan, plus (ii) interest on such Principal Balance at the related
Mortgage Interest Rate from the last date through which interest was last
paid and distributed to the Purchaser to the date of repurchase, plus,
(iii) reasonable and customary third party expenses incurred in connection
with the transfer of the Mortgage Loan being repurchased; less amounts
received or advanced in respect of such repurchased Mortgage Loan which are
being held in the Custodial Account for distribution in the month of
repurchase.
SAIF: The Savings Association Insurance Fund, or any successor
thereto.
Scheduled Principal Balance: As to each Mortgage Loan, (i) the
principal balance of the Mortgage Loan at the Cut-off Date after giving
effect to payments of principal due on or before such date, whether or not
received, minus (ii) all amounts previously collected by the Servicer
hereunder or advanced and distributed to the Purchaser with respect to the
related Mortgage Loan representing payments or recoveries of principal or
advances made in lieu thereof.
Seller: Bank One, N.A., a national banking association, its
successors and assigns.
Seller's Officer's Certificate: A certificate signed by the
Chairman of the Board, President, any Vice President or Treasurer of Seller
stating the date by which Seller expects to receive any missing documents
sent for recording from the applicable recording office.
Servicer: Bank One, N.A., a national banking asociation, its
successors and assigns.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses (including reasonable attorneys' fees
and disbursements) incurred in the performance by the Servicer of its
servicing obligations, (other than the ordinary expenses of servicing
non-defaulted Mortgage Loans) including, but not limited to, the cost of
(a) the preservation, restoration and protection of a Mortgaged Property,
(b) any enforcement, administrative or judicial proceedings, or any legal
work or advice specifically related to servicing the Mortgage Loans,
including but not limited to, foreclosures, bankruptcies, condemnations,
drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the
Mortgage Loans (provided that such expenses are reasonable and that the
Servicer specifies the Mortgage Loan(s) to which such expenses relate, and
provided further that any such enforcement, administrative or judicial
proceeding does not arise out of a breach of any representation, warranty
or covenant of the Seller hereunder), (c) the management and liquidation of
any REO Property, (d) taxes, assessments, water rates, sewer rates and
other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard
insurance coverage, (e) any expenses reasonably sustained by the Servicer,
with respect to the liquidation of the Mortgaged Property in accordance
with the terms of this Agreement and (f) compliance with the obligations
under Section 4.08. Servicing Advances do not include the cost of
processing any requests for loan modifications by a Mortgagor, which shall
be paid by such Mortgagor.
Servicing Fee: As to each Mortgage Loan, the fee the Purchaser
shall pay to the Servicer for servicing the Mortgage Loans in accordance
with the terms of this Agreement, which shall, with respect to each
Mortgage Loan, for a period of one full or partial month, be equal to one
twelfth of the product of (a) the Servicing Fee Rate and (b) the Scheduled
Principal Balance of such Mortgage Loan as of the first day of the month
for which such fee is being calculated. Such fee shall be payable monthly,
computed on the basis of the same principal amount and same period for
which any related interest payment on a Mortgage Loan is computed. The
obligation of the Purchaser to pay the Servicing Fee is limited to, and the
Servicing Fee is payable solely from, the interest portion (including
recoveries with respect to interest from Liquidation Proceeds, to the
extent permitted by Section 4.05) of such Monthly Payment collected by the
Servicer, or as otherwise provided under Section 4.05.
Servicing Fee Rate: 0.25% per annum with respect to all 5/1 and
7/1 adjustable rate mortgages and 0.371/2% per annum with respect to all
1/1 and 3/1 adjustable rate mortgages.
Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of imaged copies of all documents in
the Mortgage File which are not delivered to the Custodian and copies of
the Mortgage Loan Documents listed in the Custodial Agreement the originals
of which are delivered to the Custodian.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers furnished by the
Servicer to the Purchaser upon request, as such list may from time to time
be amended.
Underwriting Standards: As to each Mortgage Loan, the Seller's
written underwriting guidelines in effect as of the origination date of the
Mortgage Loan(s).
Whole Loan Transfer: As defined in Section 11.01(a)(i).
ARTICLE II
SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
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Section 2.01 Agreement to Purchase.
The Seller, simultaneously with the execution and delivery of
this Agreement, does hereby sell, transfer, assign, set over and convey to
the Purchaser, without recourse, but subject to the terms of this
Agreement, all the right, title and interest of the Seller in and to the
Mortgage Loans, including all interest and principal accrued on or received
by the Seller on or with respect to the related Mortgage Loans after the
Cut-off Date (and including Monthly Payments due after the Cut-off Date but
received by the Seller on or before the Cut-off Date, but not including
payments of principal and interest due on the Mortgage Loans on or before
the Cut-off Date).
Section 2.02 Purchase Price.
The Purchase Price for each type of Mortgage Loan shall equal
the sum of (a) the percentage of par as stated in the related Purchase
Price and Terms Letter (subject to adjustment as provided therein),
multiplied by the aggregate Scheduled Principal Balance of each type of
Mortgage Loan listed on the related Mortgage Loan Schedule plus (b) accrued
interest on such Mortgage Loans from the Cut-off Date to but not including
the Closing Date (collectively, the "Purchase Price").
The Purchase Price shall be paid on the Closing Date by wire
transfer of immediately available funds.
With respect to each Mortgage Loan, the Purchaser shall be
entitled to (1) all Scheduled Payments due after the Cut-Off Date, (2) all
other recoveries of principal collected on or after the Cut-off Date
(provided, however, that the principal portion of all Monthly Payments due
on or before the Cut-off Date and collected by the Servicer or any
successor servicer after the Cut-off Date shall belong to the Seller). The
Scheduled Principal Balance of each Mortgage Loan as of the Cut-off Date is
determined after application of payments of principal due on or before the
Cut-off Date whether or not collected, together with any unscheduled
Principal Prepayments collected prior to the Cut-off Date; provided,
however, that Monthly Payments for a Due Date beyond the Cut-off Date shall
not be applied to the principal balance as of the Cut-off Date. Such
Monthly Payments shall be the property of the Purchaser. The Seller shall
deposit any such Monthly Payments into the Custodial Account.
Section 2.03 Servicing of Mortgage Loans.
On the Closing Date, the Mortgage Loans will be sold by the
Seller to the Purchaser on a servicing retained basis.
Simultaneously with the execution and delivery of this
Agreement, the Servicer hereby agrees to service the Mortgage Loans listed
on the Mortgage Loan Schedule in accordance with Accepted Servicing
Practices and this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files;
Maintenance of Servicing Files.
As of the Closing Date, the Seller will have sold, transferred,
assigned, set over and conveyed to the Purchaser, without recourse, and the
Seller hereby acknowledges that the Purchaser will have, all the right,
title and interest of the Seller in and to the Mortgage Loans. In
accordance with Section 2.07, the Seller shall deliver at its own expense,
the Mortgage Files for the related Mortgage Loans to Purchaser or its
designee. The Seller shall retain the related Servicing Files for the
related Mortgage Loans, solely to facilitate its servicing of the Mortgage
Loans. The possession of each Servicing File by the Servicer is at the will
of the Purchaser, for the sole purpose of servicing the related Mortgage
Loan, and such retention and possession by the Servicer is in a custodial
capacity only. From the Closing Date, the ownership of each Mortgage Loan,
including the Mortgage Note, the Mortgage, the contents of the related
Mortgage File and all rights, benefits, proceeds and obligations arising
therefrom or in connection therewith, has been vested in the Purchaser. All
rights arising out of the Mortgage Loans including, but not limited to, all
funds received on or in connection with the Mortgage Loans and all records
or documents relating to the Mortgage Loans prepared by or which come into
the possession of the Seller or Servicer shall be received and held by the
Seller or Servicer in trust for the benefit of the Purchaser as the owner
of the Mortgage Loans. The Servicer shall release its custody of the
contents of the Servicing Files only in accordance with written
instructions of the Purchaser, except when such release is required as
incidental to the Servicer's servicing of the Mortgage Loans or is in
connection with a repurchase of any Mortgage Loan or Loans with respect
thereto pursuant to this Agreement, such written instructions shall not be
required.
In addition, in connection with the assignment of any MERS
Mortgage Loan, the Seller agrees that it will cause, at its own expense,
the MERS(R) System to indicate that such Mortgage Loans have been assigned
by the Seller to the Purchaser in accordance with this Agreement by
including (or deleting, in the case of Mortgage Loans which are repurchased
in accordance with this Agreement) in such computer files the information
required by the MERS(R) System to identify the Purchaser of such Mortgage
Loans. The Seller further agrees that it will not, and will not permit the
Servicer to, and the Servicer agrees that it will not, alter the
information referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
Section 2.05 Books and Records
The sale of each Mortgage Loan will be reflected on the
Seller's balance sheet and other financial statements as a sale of assets
by the Seller. The Servicer shall maintain a complete set of books and
records for the Mortgage Loans sold by it which shall be appropriately
identified in the Servicer's computer system to clearly reflect the
ownership of the Mortgage Loans by the Purchaser. In particular, the
Servicer shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, as applicable,
including but not limited to documentation as to the method used in
determining the applicability of the provisions of the Flood Disaster
Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any
condominium project for approval by Seller and periodic inspection reports
as required by Section 4.13. To the extent that original documents are not
required for purposes of realization of Liquidation Proceeds or Insurance
Proceeds, documents maintained by the Servicer may be in the form of
microfilm or microfiche or such other reliable means of recreating original
documents, including but not limited to, optical imagery techniques so long
as the Servicer complies with the requirements of the ▇▇▇▇▇▇ Mae Guides.
In addition to the foregoing, the Servicer shall provide to any
supervisory agents or examiners that regulate the Purchaser, including but
not limited to, the OTS, the FDIC and other similar entities, access,
during normal business hours, upon reasonable advance notice to the
Servicer and without charge to the Servicer or such supervisory agents or
examiners, to any documentation regarding the Mortgage Loans that may be
required by any applicable regulator.
Section 2.06 Transfer of Mortgage Loans.
The Servicer shall keep at its office books and records in
which, subject to such reasonable regulations as it may prescribe, the
Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage
Loan may be made unless such transfer is in compliance with the terms of
Section 12.12. For the purposes of this Agreement, the Servicer shall be
under no obligation to deal with any person with respect to this Agreement
or any Mortgage Loan unless a properly executed Assignment, Assumption and
Recognition Agreement in the form of Exhibit D with respect to such
Mortgage Loan has been delivered to the Seller and Servicer. Upon receipt
of notice of the transfer, the Servicer shall ▇▇▇▇ its books and records to
reflect the ownership of the Mortgage Loans by such assignee, and the
previous Purchaser shall be released from its obligations hereunder with
respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.
The Seller shall deliver and release to the Purchaser or its
designee the Mortgage Loan Documents no later than four (4) Business Days
prior to the Closing Date pursuant to a bailee letter agreement. If the
Seller cannot deliver the original recorded Mortgage Loan Documents on the
Closing Date, the Seller shall, promptly upon receipt thereof and in any
case not later than 120 days from the Closing Date, deliver such original
recorded documents to the Purchaser or its designee (unless the Seller is
delayed in making such delivery by reason of the fact that such documents
shall not have been returned by the appropriate recording office). If
delivery is not completed within 120 days of the Closing Date solely
because such documents shall not have been returned by the appropriate
recording office, Seller shall deliver such document to Purchaser, or its
designee, within such time period as specified in a Seller's Officer's
Certificate. The Seller's Officer's Certificate shall (i) identify the
recorded document; (ii) state that the recorded document has not been
delivered to the Custodian due solely to a delay by the public recording
office and (iii) state the amount of time generally required by the
applicable recording office to record and return a document submitted for
recordation. The Seller will be required to deliver the document to the
Custodian within the period of time specified pursuant to (iii) above. An
extension of the period of time specified in (iii) above may be requested
from the Purchaser, which consent shall not be unreasonably withheld or
delayed.
In the event that documents have not been received by the date
specified in the Seller's Officer's Certificate, a subsequent Seller's
Officer's Certificate shall be delivered by such date specified in the
prior Seller's Officer's Certificate, stating a revised date for receipt of
documentation. The procedure shall be repeated until the documents have
been received and delivered. The Seller shall use its best efforts to
effect delivery of all delayed recorded documents within 180 days of the
Closing Date.
In addition to the foregoing, if the Seller, the Servicer, the
Purchaser or the Custodian finds any document or documents constituting a
part of a Mortgage File pertaining to a Mortgage Loan to be defective (or
missing) in any material respect, and such defect or missing document
materially and adversely affects the value of the related Mortgage Loan or
the interests of the Purchaser therein, the party discovering such defect
shall promptly so notify the Seller. The Seller shall have a period of 90
days after receipt of such written notice within which to correct or cure
any such defect.
If the originals or certified copies required in this Section
2.07 are not delivered as required within 90 days following the Closing
Date or as otherwise extended as set forth above, the related Mortgage Loan
shall, upon request of the Purchaser, be repurchased by the Seller in
accordance with Section 3.04 hereof; provided, however, that the foregoing
repurchase obligation shall not apply in the event the Seller cannot
deliver such items due to a delay caused by the recording office in the
applicable jurisdiction; provided that the Seller shall deliver instead a
recording receipt of such recording office or, if such recording receipt is
not available, an Officer's Certificate from the Seller confirming that
such documents have been accepted for recording. Any such document shall be
delivered to the Purchaser or its designee promptly upon receipt thereof
from the related recording office. Notwithstanding the foregoing, if a
defect constitutes a Qualification Defect, any repurchase must take place
within 75 days of the date such defect is discovered.
Notwithstanding the foregoing, with respect to a Mortgage Loan,
if, at the end of such 90-day period, the Seller delivers an Officer's
Certificate to the Purchaser certifying that the Seller is using good faith
efforts to correct or cure such defect and identifying progress made, then
the Purchaser shall grant the Seller an extension to correct or cure such
defect. The extension shall not extend beyond (1) the date that is 75 days
after the date the defect is discovered, or, (2) if the defect is not a
Qualification Defect (as evidenced by an Opinion of Counsel), the date that
is 30 days beyond the original 90-day cure period. If the defect is not a
Qualification Defect, additional 30-day extensions may be obtained pursuant
to the same procedure, as long as the Seller demonstrates continued
progress toward a correction or cure; provided that no extension shall be
granted beyond 180 days from the date on which the Seller received the
original notice of the defect.
Pursuant to Section 12.11, for any Mortgage Loans which is not
a MERS Mortgage Loan, the Seller shall be responsible for preparing an
assignment in blank, in recordable form with respect to each such Mortgage
Loan. The Seller shall pay all initial recording fees, for the Assignments
of Mortgage and any other fees in connection with the transfer of the
Mortgage Loan Documents to the Purchaser or its designee.
No later than five (5) days prior to the related Closing Date,
the Seller shall provide a copy of the commitment for title insurance to
the Purchaser or its designee.
Any review by the Purchaser or its designee of the Mortgage
Files shall in no way alter or reduce the Seller's obligations hereunder.
If the Purchaser or its designee discovers any defect with
respect to any document constituting part of a Mortgage File, the Purchaser
shall, or shall cause its designee to, give written specification of such
defect to the Seller and the Seller shall cure or repurchase such Mortgage
Loan in accordance with Section 3.04.
The Servicer shall forward to the Purchaser, or its designee,
original documents evidencing an assumption, modification, consolidation or
extension of any Mortgage Loan entered into in accordance with Section 4.01
or 6.01 within one week of their execution except that in the case of any
document submitted for recordation a certified copy shall be delivered to
the Custodian within 10 days of execution, and an original or or a copy of
such document certified by the appropriate public recording office to be a
true and complete copy of the original within five (5) days of its return
from the appropriate public recording office, but in all cases within 60
days, subject to the extension procedures set forth above.
The failure of the Purchaser to notify the Seller of any
defective or missing document in a Mortgage File within such 90-day period,
or the failure of the Purchaser to require the Seller to cure or repurchase
the related Mortgage Loan upon expiration of such 90-day period, shall not
constitute a waiver of its rights hereunder, including the rights with
respect to a Mortgage Loan, to require the Seller to repurchase the
affected Mortgage Loan and the right to indemnification pursuant to Section
8.01 hereof.
To the extent that the Custodian certifies any document as
being delivered to it pursuant to the Custodial Agreement in a
non-defective state and such document subsequently becomes missing or
defective, the Seller shall not be obligated to repurchase the related
Mortgage Loan by reason of such missing or defective document, to redeliver
such document to the Custodian or to correct any such defect.
The Seller covenants that with respect to each Mortgage Loan,
it shall maintain in its possession, available for Purchaser's inspection,
and shall deliver to Purchaser on demand, to the extent available, evidence
of compliance with any and all requirements of any federal, state or local
law including, without limitation, usury, truth-in-lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity
or disclosure laws applicable to the Mortgage Loan.
Section 2.08 Quality Control Procedures.
The Seller must have an internal quality control program that
verifies the existence and accuracy of the legal documents, credit
documents, property appraisals, and underwriting decisions. The program
must be capable of evaluating and monitoring the overall quality of its
loan production and servicing activities. The program is to ensure that the
Mortgage Loans are originated and serviced in accordance with prudent
mortgage banking practices and accounting principles; guard against
dishonest, fraudulent, or negligent acts; and guard against errors and
omissions by officers, employees, or other authorized persons.
Section 2.09 Closing.
The closing for the purchase and sale of the Mortgage Loans
shall take place on the Closing Date. The closing shall be either: by
telephone, confirmed by letter or wire as the parties shall agree, or
conducted in person, at such place as the parties shall agree.
The closing for the Mortgage Loans to be purchased on the
Closing Date shall be subject to each of the following conditions:
(a) at least two (2) Business Days prior to the Closing Date,
the Seller shall deliver to the Purchaser a magnetic
diskette, or transmit by modem or e-mail, a listing on a
loan-level basis of the information required to be
contained in the Mortgage Loan Schedule;
(b) all of the representations and warranties of the Seller
and the Servicer under this Agreement shall be materially
true and correct as of the Closing Date or, with respect
to representations and warranties made as of a date other
than the Closing Date, as of such date, and no event
shall have occurred which, with notice or the passage of
time, would constitute a material default under this
Agreement;
(c) the Purchaser shall have received, or the Purchaser's
attorneys shall have received in escrow, all Closing
Documents, in such forms as are agreed upon and
acceptable to the Purchaser, duly executed by all
signatories other than the Purchaser as required pursuant
to the terms hereof;
(d) the Seller and the Servicer shall have delivered and
released to the Purchaser (or its designee) on or prior
to the Closing Date all documents required pursuant to
the terms of this Agreement; and
(e) all other terms and conditions of this Agreement and the
Purchase Price and Terms Letters shall have been
materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to
the Seller on the Closing Date the Purchase Price pursuant to Section 2.02
of this Agreement, by wire transfer of immediately available funds to the
account designated by the Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE SELLER AND THE SERVICER; REPURCHASE;
REVIEW OF MORTGAGE LOANS
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Section 3.01 Examination of Mortgage Files.
Prior to the Closing Date, the Seller shall (a) deliver to the
Purchaser in escrow, for examination, the Mortgage File for each Mortgage
Loan, including a copy of the Assignment of Mortgage, pertaining to each
Mortgage Loan, or (b) make the Mortgage Files available to the Purchaser or
its designee for examination at the Seller's offices or such other location
as shall otherwise be agreed upon by the Purchaser and the Seller. Such
examination may be made by the Purchaser, or by any prospective purchaser
of the Mortgage Loans from the Purchaser, at any time before or after the
Closing Date upon prior reasonable notice to the Seller. The fact that the
Purchaser or any prospective purchaser of the Mortgage Loans has conducted
or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser's (or any of its successor's)
rights to demand repurchase, substitution or other relief as provided under
this Agreement.
Section 3.02 Representations and Warranties of the Seller and
the Servicer.
Seller and Servicer (interchangeably, for purposes of this
Section 3.02 only, the "Company"), each represents, warrants and covenants
to the Purchaser that as of the Closing Date as follows:
(a) The Seller is a national banking association duly organized
and validly existing under the laws of the United States. The Servicer is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation. The Company has all licenses
necessary to carry out its business as now being conducted, and is licensed
and qualified to transact business in and is in good standing under the
laws of each state in which any Mortgaged Property is located or is
otherwise exempt under applicable law from such licensing or qualification
or is otherwise not required under applicable law to effect such licensing
or qualification and no demand for such licensing or qualification has been
made upon the Company by any such state, and in any event the Company is in
compliance with the laws of any such state to the extent necessary to
ensure the enforceability of each Mortgage Loan and, as to the Servicer,
the servicing of the Mortgage Loans in accordance with the terms of this
Agreement;
(b) The Company has the full power and authority and legal
right to hold, transfer and convey each Mortgage Loan, to sell each
Mortgage Loan and to execute, deliver and perform, and to enter into and
consummate all transactions contemplated by this Agreement and the related
Purchase Price and Terms Letter and to conduct its business as presently
conducted; the Company has duly authorized the execution, delivery and
performance of this Agreement and any agreements contemplated hereby, has
duly executed and delivered this Agreement and the related Purchase Price
and Terms Letter, and any agreements contemplated hereby, and this
Agreement and the related Purchase Price and Terms Letter and each
Assignment of Mortgage to the Purchaser and any agreements contemplated
hereby, constitute the legal, valid and binding obligations of the Company,
enforceable against it in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and similar laws, and by equitable principles affecting the
enforceability of the rights of creditors; and all requisite corporate
action has been taken by the Company to make this Agreement , the related
Purchase Price and Terms Letter and all agreements contemplated hereby
valid and binding upon the Company in accordance with their terms;
(c) Neither the origination or acquisition of the Mortgage
Loans by the Seller, the execution and delivery of this Agreement, the
related Purchase Price and Terms Letter, the sale of the Mortgage Loans to
the Purchaser, the consummation of the transactions contemplated hereby,
nor the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Purchase Price and Terms Letter will conflict
with or result in a breach of any of the terms, conditions or provisions of
the Company's charter or by-laws or materially conflict with or result in a
material breach of any of the terms, conditions or provisions of any legal
restriction or any agreement or instrument to which the Company is now a
party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the material
violation of any law, rule, regulation, order, judgment or decree to which
the Company or its property is subject or impair the value of the Mortgage
Loans;
(d) There is no action, suit, proceeding or investigation
pending or threatened against the Company which, either in any one instance
or in the aggregate, may result in any material adverse change in the
business, operations, financial condition, properties or assets of the
Company, or in any material impairment of the right or ability of the
Company to carry on its business substantially as now conducted, or in any
material liability on the part of the Company, or which would draw into
question the validity of this Agreement or the Mortgage Loans or of any
action taken or to be contemplated herein, or which would be likely to
impair materially the ability of the Company to perform under the terms of
this Agreement;
(e) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Company of or compliance by the Company with this
Agreement and the related Purchase Price and Terms Letter, except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this
Agreement and the related Purchase Price and Terms Letter are in the
ordinary course of business of the Company, which is in the business of
selling and servicing Mortgage Loans, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Company pursuant
to this Agreement and the related Purchase Price and Terms Letter are not
subject to bulk transfer or any similar statutory provisions in effect in
any applicable jurisdiction;
(g) The origination and servicing practices with respect to
each Mortgage Note and Mortgage have been legal and in accordance with
applicable laws and regulations, and in all material respects proper and
prudent in the mortgage origination and servicing business. The Servicer
further represents and warrants that: with respect to escrow deposits and
payments that the Servicer is entitled to collect, all such payments are in
the possession of, or under the control of, the Servicer or its delegate,
and there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made; all escrow payments
have been collected and are being maintained in full compliance with
applicable state and federal law and the provisions of the related Mortgage
Note and Mortgage; as to any Mortgage Loan that is the subject of an
escrow, escrow of funds is not prohibited by applicable law and has been
established in an amount sufficient to pay for every escrowed item that
remains unpaid and has been assessed but is not yet due and payable; no
escrow deposits or other charges or payments due under the Mortgage Note
have been capitalized under any Mortgage or the related Mortgage Note; all
Mortgage Interest Rate adjustments have been made in strict compliance with
state and federal law and the terms of the related Mortgage Note; and any
interest required to be paid pursuant to state and local law has been
properly paid and credited;
(h) The Seller has not used selection procedures that
identified the Mortgage Loans as being less desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the Cut-off
Date;
(i) The Seller will treat the sale of the Mortgage Loans to the
Purchaser as a sale for reporting and accounting purposes and for federal
income tax purposes;
(j) The Company is an approved seller/servicer of residential
mortgage loans for ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac and HUD, with such facilities,
procedures and personnel necessary for the sound servicing of such mortgage
loans. The Company is duly qualified, licensed, registered and otherwise
authorized under all applicable federal, state and local laws, and
regulations, meets the minimum capital requirements, if applicable, set
forth by the OCC, and is in good standing to sell mortgage loans to and
service mortgage loans for ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac and no event has
occurred which would make the Company unable to comply with eligibility
requirements or which would require notification to either ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇ Mac;
(k) The Company does not believe, nor does it have any cause or
reason to believe, that it cannot perform each and every covenant contained
in this Agreement and the related Purchase Price and Terms Letter
applicable to it. The Seller is solvent and the sale of the Mortgage Loans
will not cause the Seller to become insolvent. The sale of the Mortgage
Loans is not undertaken with the intent to hinder, delay or defraud any of
the Seller's creditors;
(l) Neither this Agreement nor any statement, tape, diskette,
form, report or other document prepared by, or on behalf of, the Company
pursuant to this Agreement, the related Purchase Price and Terms Letter or
in connection with the transactions contemplated hereby, contains or will
contain any statement that is or will be inaccurate or misleading in any
material respect. The Seller has prudently originated and underwritten each
Mortgage Loan;
(m) The Servicer acknowledges and agrees that the Servicing Fee
represents reasonable compensation for performing such services and that
the entire Servicing Fee shall be treated by the Servicer, for accounting
and tax purposes, as compensation for the servicing and administration of
the Mortgage Loans pursuant to this Agreement;
(n) The Company has delivered to the Purchaser financial
statements as to its last two complete fiscal years. All such financial
statements fairly present the pertinent results of operations and changes
in financial position for each of such periods and the financial position
at the end of each such period of the Company and its subsidiaries and have
been prepared in accordance with GAAP consistently applied throughout the
periods involved, except as set forth in the notes thereto. There has been
no change in the business, operations, financial condition, properties or
assets of the Company since the date of the Company's financial statements
that would have a material adverse effect on its ability to perform its
obligations under this Agreement or the related Purchase Price and Terms
Letter;
(o) The Company has not dealt with any broker, investment
banker, agent or other person that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans;
(p) Neither this Agreement nor any statement, report or other
document furnished or to be furnished pursuant to this Agreement or in
connection with the transactions contemplated hereby contains any untrue
statement of fact or omits to state a fact necessary to make the statements
contained therein, in light of the circumstances under which such
statements are made, not misleading; and
(q) The Company is a member of MERS in good standing, and will
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the MERS Mortgage Loans for as long as
such Mortgage Loans are registered with MERS.
Section 3.03 Representations and Warranties as to Individual
Mortgage Loans.
The Seller hereby represents and warrants to the Purchaser, as
to each Mortgage Loan, as of the Closing Date as follows:
(a) Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule, including any diskette or other related data tapes
sent to the Purchaser, is complete, true and correct in all material
respects as of the Cut-off Date;
(b) First Priority Lien. The Mortgage creates a first lien or a
first priority ownership interest in an estate in fee simple in real
property securing the related Mortgage Note;
(c) Payment History. All payments due on or prior to the
Cut-off Date for such Mortgage Loan have been made; as of the Closing Date,
the Mortgage Loan is not delinquent in payment 30 days or more and has not
been dishonored; there are no material defaults under the terms of the
Mortgage Loan; the Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner
of the Mortgaged Property subject to the Mortgage, directly or indirectly,
for the payment of any amount required by the Mortgage Loan; as to each
first lien Mortgage Loan, there has been no more than one delinquency
during the preceding twelve-month period, and such delinquency did not last
more than 30 days;
(d) No Outstanding Charges. There are no defaults by the Seller
or Servicer in complying with the terms of the Mortgage Note or Mortgage.
All taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established
in an amount sufficient to pay for every such escrowed item which remains
unpaid and which has been assessed but is not yet due and payable;
(e) Original Terms Unmodified. The terms of the Mortgage Note
and the Mortgage have not been impaired, waived, altered or modified in any
respect, except by written instruments which have been recorded to the
extent any such recordation is required by law. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, from the terms thereof except in connection
with an assumption agreement and which assumption agreement is part of the
Mortgage File and the terms of which are reflected in the Mortgage Loan
Schedule; the substance of any such waiver, alteration or modification has
been approved by the issuer of any related Primary Mortgage Insurance
Policy and title insurance policy, to the extent required by the related
policies. No Mortagor or Mortgaged Property has been released in whole or
in part;
(f) No Defenses. The Mortgage Note and the Mortgage are not
subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation
of any of the terms of the Mortgage Note or the Mortgage, or the exercise
of any right thereunder, render the Mortgage Note or Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no
such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto; and the Mortgagor was not a debtor in any
state or federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was originated;
(g) Insurance. All buildings or other customarily insured
improvements upon the Mortgaged Property are insured by an insurer
acceptable under the ▇▇▇▇▇▇ Mae Guides, against loss by fire, hazards of
extended coverage and such other hazards as are provided for in the ▇▇▇▇▇▇
▇▇▇ Guides or by ▇▇▇▇▇▇▇ Mac, as well as all additional requirements set
forth in Section 4.10 of this Agreement. All such standard hazard policies
are in full force and effect and on the date of origination contained a
standard mortgagee clause naming the Seller and its successors in interest
and assigns as loss payee and such clause is still in effect and all
premiums due thereon have been paid. Such insurance shall be in an amount
not less than the lesser of 100% of the insurable value of the Mortgaged
Property and the outstanding Principal Balance of the Mortgage Loan, but in
no event less than the minimum amount necessary to fully compensate for any
damage or loss on a replacement cost basis. If the Mortgaged Property is a
condominium, it is included under the coverage afforded by a blanket policy
for the project. If upon origination of the Mortgage Loan, the improvements
on the Mortgaged Property were in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, the Mortgage Loan is covered by a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac
requirements, as well as all additional requirements set forth in Section
4.10 of this Agreement. The amount of such insurance shall be no less than
the least of (A) the outstanding principal balance of the Mortgage Loan,
(B) the full insurable value and (C) the maximum amount of insurance which
was available under the Flood Disaster Protection Act of 1983, as amended.
Such policy was issued by an insurer acceptable under ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇
Mac guidelines. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and upon the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(h) Compliance with Applicable Laws. Any and all requirements
of any federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws applicable to the
Mortgage Loan have been complied with in all material respects. All
inspections, licenses, and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities. The Mortgagor has
received all disclosure materials required by applicable law with respect
to the making of such mortgage loans;
(i) No Satisfaction of Mortgage. The Mortgage has not been
satisfied, canceled or subordinated, in whole or in part, or rescinded, and
the Mortgaged Property has not been released from the lien of the Mortgage,
in whole or in part nor has any instrument been executed that would effect
any such release, cancellation, subordination or rescission. The Seller has
not waived the performance by the Mortgagor of any action, if the
Mortgagor's failure to perform such action would cause the Mortgage Loan to
be in default, nor has the Seller waived any default resulting from any
action or inaction by the Mortgagor;
(j) Valid First Lien. Each Mortgage is a valid, subsisting,
enforceable and perfected first lien on the Mortgaged Property all
buildings on the Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems affixed to such
buildings, and all additions, alterations and replacements made at any time
with respect to the foregoing securing the Mortgage Note's original
Principal Balance. The Mortgage and the Mortgage Note do not contain any
evidence of any security interest or other interest or right thereto. Such
lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first of the Mortgage is subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due and
payable, (2) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of
recording which are acceptable to mortgage lending institutions generally
and (A) which are referred to or otherwise considered in the appraisal made
for the originator of the Mortgage Loan and in form and (B) which do not
adversely affect the appraised value of the Mortgaged Property as set forth
in such appraisal, and (3) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment,
value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and delivered
in connection with the Mortgage Loan establishes and creates a valid,
subsisting, enforceable and perfected first lien and first priority
security interest on the property described therein, and the Seller has the
full right to sell and assign the same to the Purchaser;
(k) Validity of Mortgage Documents. The Mortgage Note and the
related Mortgage are original and genuine and each is the legal, valid and
binding obligation of the maker thereof, enforceable in all respects in
accordance with its terms subject to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application affecting the rights
of creditors and by general equitable principles and the Seller has taken
all action necessary to transfer such rights of enforceability to the
Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have
been duly and properly executed by such parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a
Mortgage Loan has taken place on the part of Seller or the Mortgagor, or,
on the part of any other party involved in the origination of the Mortgage
Loan;
(l) Full Disbursement of Proceeds. The proceeds of the Mortgage
Loan have been fully disbursed, except for escrows established or created
due to seasonal weather conditions, and there is no requirement for future
advances thereunder, and any and all requirements as to completion of any
on-site or off-site improvements and as to disbursements of any escrow
funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage were paid or are in the process of being paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due under the Mortgage
Note or Mortgage;
(m) Ownership. The Seller or its affiliate is the sole owner of
record and holder of the Mortgage Loan and the indebtedness evidenced by
the Mortgage Note, and upon recordation the Purchaser or its designee will
be the owner of record of the Mortgage and the indebtedness evidenced by
the Mortgage Note, and upon the sale of the Mortgage Loan to the Purchaser,
the Servicer will retain the Servicing File in trust for the Purchaser only
for the purpose of servicing and supervising the servicing of the Mortgage
Loan. Immediately prior to the transfer and assignment to the Purchaser on
the Closing Date, the Mortgage Loan, including the Mortgage Note and the
Mortgage, were not subject to an assignment or pledge, and the Seller had
good and marketable title to and was the sole owner thereof and had full
right to transfer and sell the Mortgage Loan to the Purchaser free and
clear of any encumbrance, equity, lien, pledge, charge, claim or security
interest and has the full right and authority subject to no interest or
participation of, or agreement with, any other party, to sell and assign
the Mortgage Loan pursuant to this Agreement and following the sale of the
Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of
any encumbrance, equity, participation interest, lien, pledge, charge,
claim or security interest. The Seller intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of
servicing the Mortgage Loan as set forth in this Agreement;
(n) Title Insurance. Each Mortgage Loan is covered by an ALTA
lender's title insurance policy or other generally acceptable form of
policy or insurance acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, issued by a
title insurer acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac and qualified to do
business in the jurisdiction where the Mortgaged Property is located,
insuring (subject to the exceptions contained in (j)(1), (2), and (3)
above) the Seller, its successors and assigns, as to the first priority
lien of the Mortgage in the original principal amount of the Mortgage Loan.
Where required by applicable state law or regulation, the Mortgagor has
been given the opportunity to choose the carrier of the required mortgage
title insurance. The Seller, its successors and assigns, are the sole
insureds of such lender's title insurance policy, such title insurance
policy has been duly and validly endorsed to the Purchaser or the
assignment to the Purchaser of the Seller's interest therein does not
require the consent of or notification to the insurer and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement and the Purchase Price and Terms Letter. No claims have been
made under such lender's title insurance policy, and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy;
(o) No Defaults. There is no default, breach, violation or
event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event permitting acceleration; and neither the Seller nor any
prior mortgagee has waived any default, breach, violation or event
permitting acceleration.
(p) No Mechanic's Liens. There are no mechanics' or similar
liens or claims which have been filed for work, labor or material (and no
rights are outstanding that under law could give rise to such liens)
affecting the related Mortgaged Property which are or may be liens prior to
or of equal priority with the lien of the related Mortgage;
(q) Location of Improvements; No Encroachments. All
improvements subject to the Mortgage which were considered in determining
the appraised value of the Mortgaged Property lie wholly within the
boundaries and to the best of the Seller's knowledge, building restriction
lines of the Mortgaged Property (and wholly within the project with respect
to a condominium unit) and no improvements on adjoining properties encroach
upon the Mortgaged Property except those which are insured against by the
title insurance policy referred to in clause (m) above and all, to the best
of the Seller's knowledge, improvements on the property comply with all
applicable zoning and subdivision laws and ordinances;
(r) Underwriting. The Mortgage Loan was originated by or for
the Seller. The Mortgage Loan complies with all the terms, conditions and
requirements of the Seller's Underwriting Standards in effect at the time
of origination of such Mortgage Loan. The Mortgage Notes and Mortgages
(exclusive of any riders) are on forms generally acceptable to ▇▇▇▇▇▇ ▇▇▇
or ▇▇▇▇▇▇▇ Mac. Seller is currently selling loans to ▇▇▇▇▇▇ Mae and/or
▇▇▇▇▇▇▇ Mac which are the same document forms as the Mortgage Notes and
Mortgages (inclusive of any riders). The Mortgage Loan bears interest at
the Mortgage Interest Rate set forth in the Mortgage Loan Schedule, and
Monthly Payments under the Mortgage Note are due and payable on the first
day of each month. The Mortgage contains the usual and enforceable
provisions of the originator at the time of origination for the
acceleration of the payment of the unpaid principal amount of the Mortgage
Loan if the related Mortgaged Property is sold without the prior consent of
the mortgagee thereunder;
(s) No Mortgagor Bankruptcy. The Mortgagor is not in bankruptcy
and, the Mortgagor is not insolvent or in bankruptcy and the Seller has no
knowledge of any circumstances or condition with respect to the Mortgage,
the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard the Mortgage
Loan as an unacceptable investment, cause the Mortgage Loan to become
delinquent, or materially adversely affect the value or marketability of
the Mortgage Loan;
(t) No Damage or Condemnation. The Mortgaged Property is not
subject to any material damage by waste, fire, earthquake, earth movement,
water, tornado, windstorm, flood or other casualty. At origination of the
Mortgage Loan there was, and there currently is, no proceeding pending for
the total or partial condemnation of the Mortgaged Property. There are no
condemnation proceedings pending or threatened for the total or partial
condemnation of the Mortgaged Property and, to the best of the Seller's
knowledge, there are no such proceedings scheduled to commence at a future
date;
(u) Customary Provisions. The Mortgage contains customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby. There is no homestead or
other exemption available to the Mortgagor which would interfere with the
right to sell the Mortgaged Property at a trustee's sale or the right to
foreclose the Mortgage;
(v) Deeds of Trust. If the Mortgage constitutes a deed of
trust, a trustee, authorized and duly qualified if required under
applicable law to act as such, has been properly designated and currently
so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser
to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;
(w) Appraisal. The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the final approval of the
mortgage loan application by a Qualified Appraiser, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, and the appraisal and appraiser both
satisfy the requirements of ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac and Title XI of
FIRREA and the regulations promulgated thereunder, all as in effect on the
date the Mortgage Loan was originated. The appraisal is in a form
acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac;
(x) Origination / Doing Business. All parties which have had
any interest in the Mortgage, whether as mortgagee, assignee, pledgee or
otherwise, are (or, during the period in which they held and disposed of
such interest, were) (A) in compliance with any and all applicable
licensing requirements of the laws of the state wherein the Mortgaged
Property is located, and (B) (1) organized under the laws of such state, or
(2) qualified to do business in such state, or (3) federal savings and loan
associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such
state;
(y) No Additional Collateral. The related Mortgage Note is not
and has not been secured by any collateral except the lien of the
corresponding Mortgage and the security interest of any applicable security
agreement or chattel mortgage referred to above and such collateral does
not serve as security for any other obligation;
(z) No Fraud. All the documents executed in connection with the
Mortgage Loan including, but not limited to, the Mortgage Note and the
Mortgage are free of fraud and any misrepresentation, are signed by the
persons they purport to be signed by, and witnessed or, as appropriate,
notarized by the persons whose signatures appear as witnesses or notaries,
and each such document constitutes the valid and binding legal obligation
of the signatories and is enforceable in accordance with its terms;
(aa) No GPMs or Buydowns. The Mortgage Loan does not contain
"graduated payment" features; to the extent any Mortgage Loan contains any
buydown provision, such buydown funds have been maintained and administered
in accordance with, and such Mortgage Loan otherwise complies with, ▇▇▇▇▇▇
Mae/▇▇▇▇▇▇▇ Mac requirements relating to buydown loans;
(bb) Payment Terms. The Mortgage Note is payable on the first
day of each month in equal monthly installments of principal and interest,
with interest calculated and payable in arrears, sufficient to amortize the
Mortgage Loan fully by the stated maturity date, over an original term of
not more than thirty years and to pay interest at the related Mortgage
Interest Rate. No Mortgage Loan contains terms or provisions which would
result in negative amortization; no Mortgage Loan is a balloon loan, no
Mortgage Loan is a convertible mortgage loan, and no Mortgage Loan provides
for a shared appreciation feature or other contingent interest. Principal
payments on the Mortgage Loan commenced or will commence no more than sixty
(60) days after the funds were disbursed in connection with the Mortgage
Loan. No Mortgage Loan will have its first payment due later than January
1, 2002.
(cc) Mortgage Insurance. If a Mortgage Loan has an LTV greater
than 80%, the excess of the principal balance of the Mortgage Loan over 80%
of the Appraised Value will have mortgage insurance in accordance with the
terms of the ▇▇▇▇▇▇ Mae Guides. Such excess is and will be insured as to
payment defaults by a Primary Mortgage Insurance Policy issued by a
Qualified Insurer. All provisions of such Primary Mortgage Insurance Policy
have been and are being complied with, such policy is in full force and
effect, and all premiums due thereunder have been paid. No action,
inaction, or event has occurred and no state of facts exists that has, or
will result in the exclusion from, denial of, or defense to coverage. Any
Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the
Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy and
to pay all premiums and charges in connection therewith. The mortgage
interest rate for the Mortgage Loan as set forth on the Mortgage Loan
Schedule is net of any such insurance premium;
(dd) Assignments of Mortgage. As to any Mortgage Loan, the
Assignment of Mortgage is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged
Property is located;
(ee) Location and Type of Mortgaged Property. As to Mortgage
Loans that are not secured by an interest in a leasehold estate, the
Mortgaged Property is located in the state identified in the Mortgage Loan
Schedule and consists of a single parcel of real property with a detached
single family residence erected thereon, or a townhouse, or a two-to
four-family dwelling, or an individual condominium unit in a condominium
project, or an individual unit in a planned unit development or a de
minimis planned unit development, provided, however, that no residence or
dwelling is a single parcel of real property with a cooperative housing
corporation erected thereon, or a mobile home or manufactured dwelling. As
of the date of origination, no portion of the Mortgaged Property was used
for commercial purposes, and since the date or origination no portion of
the Mortgaged Property has been used for commercial purposes;
(ff) Prepayment Penalties. With respect to each Mortgage Loan
that contains a Prepayment Penalty, such Prepayment Penalty is enforceable
and will be enforced by the Seller, and such Prepayment Penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will
impose a prepayment penalty for a term in excess of five years from the
date such Mortgage Loan was originated. Except as otherwise set forth on
the Mortgage Loan Schedule, with respect to each Mortgage Loan that
contains a Prepayment Penalty, such Prepayment Penalty is at least equal to
the lesser of (A) the maximum amount permitted under applicable law and (B)
six months interest at the related Mortgage Interest Rate on the amount
prepaid in excess of 20% of the original principal balance of such Mortgage
Loan;
(gg) Occupation. As of the date of origination of the Mortgage
Loan, the Mortgaged Property was lawfully occupied under applicable law,
and all inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and,
with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities;
(hh) Condominiums or PUDs. If the Mortgaged Property is a
condominium unit or a planned unit development (other than a de minimis
planned unit development), or stock in a cooperative housing corporation,
such condominium, cooperative or planned unit development project meets the
Seller's eligibility requirements as set forth in Seller's underwriting
guidelines;
(ii) Environmental Conditions. To the best of the Seller's
knowledge, there is no pending action or proceeding directly involving the
Mortgaged Property in which compliance with any environmental law, rule or
regulation is an issue; to the best of the Seller's knowledge, there is no
violation of any environmental law, rule or regulation with respect to the
Mortgaged Property; and, to the best of the Seller's knowledge, nothing
further remains to be done to satisfy in full all requirements of each such
law, rule or regulation constituting a prerequisite to use and enjoyment of
said property. To the best of the Seller's knowledge, there does not exist
on the related Mortgage Property any hazardous substances, hazardous wastes
or solid wastes, as such terms are defined in the Comprehensive
Environmental Response Compensation and Liability Act, the Resource
Conservation and Recovery Act of 1976, or other federal, state or local
environmental legislation;
(jj) Soldiers' and Sailors' Civil Relief Act. The Mortgagor has
not notified the Seller, and the Seller has no knowledge of any relief
requested or allowed to the Mortgagor under the Soldiers' and Sailors'
Civil Relief Act of 1940;
(kk) Rehabilitation Loans. No Mortgage Loan was made in
connection with the rehabilitation of a Mortgaged Property or facilitating
the trade-in or exchange of a Mortgaged Property;
(ll) PMI - No Defenses. No action has been taken or omitted to
be taken by the Seller on or prior to the Closing Date which action or
omission has resulted or will result in an exclusion from, denial of, or
defense to coverage under any Primary Mortgage Insurance Policy (including,
without limitation, any exclusions, denials or defenses which would limit
or reduce the availability of the timely payment of the full amount of the
loss otherwise due thereunder to the insured) whether arising out of
actions, representations, errors, omissions, negligence, or fraud of the
Seller, or for any other reason under such coverage;
(mm) Collection Practices; Escrow Deposits; Servicing. The
origination and collection practices used with respect to the Mortgage Loan
have been in accordance with Acceptable Servicing Practices, and have been
in all material respects legal and proper, and in accordance with the terms
of the Mortgage Note and Mortgage. All Escrow Payments have been collected
in full compliance with state and federal law. An escrow of funds is not
prohibited by applicable law and has been established to pay for every item
that remains unpaid and has been assessed but is not yet due and payable.
No escrow deposits or Escrow Payments or other charges or payments due the
Seller have been capitalized under the Mortgage Note;
(nn) Origination. The Mortgage Loan was originated by a
mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act, a savings and
loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined
by a federal or state authority;
(oo) Ground Leases. With respect to any ground lease to which a
Mortgaged Property may be subject: (i) a true, correct and complete copy of
the ground lease and all amendments, modifications and supplements thereto
is included in the Servicing File, and the Mortgagor is the owner of a
valid and subsisting leasehold interest under such ground lease; (ii) such
ground lease is in full force and effect, unmodified and not supplemented
by any writing or otherwise except as contained in the Mortgage File; (iii)
all rent, additional rent and other charges reserved therein have been
fully paid to the extent payable as of the Closing Date; (iv) the Mortgagor
enjoys the quiet and peaceful possession of the leasehold estate, subject
to any sublease; (v) the Mortgagor is not in default under any of the terms
of such ground lease, and there are no circumstances which, with the
passage of time or the giving of notice, or both, would result in a default
under such ground lease; (vi) the lessor under such ground lease is not in
default under any of the terms or provisions of such ground lease on the
part of the lessor to be observed or performed; (vii) the lessor under such
ground lease has satisfied any repair or construction obligations due as of
the Closing Date pursuant to the terms of such ground lease; (viii) the
execution, delivery and performance of the Mortgage do not require the
consent (other than those consents which have been obtained and are in full
force and effect) under, and will not contravene any provision of or cause
a default under, such ground lease; (ix) the ground lease term extends, or
is automatically renewable, for at least ten years beyond the maturity date
of the related Mortgage Loan; and (x) the Purchaser has notice of, and the
right to cure defaults on the ground lease;
(pp) Broker Fees. With respect to any broker fees collected and
paid on any of the Mortgage Loans, all broker fees have been properly
assessed to the borrower and no claims will arise as to broker fees that
are double charged or for which the borrower would be entitled to
reimbursement;
(qq) Qualified Mortgage. Each Mortgage Loan constitutes a
qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(rr) Delivery. Except as provided in Section 2.07, the Mortgage
Note, the Mortgage, the Assignment of Mortgage and the other documents set
forth in Exhibit A-1 and required to be delivered on the related Closing
Date have been delivered to the Purchaser or its designee;
(ss) Mortgagor Information. All information supplied by, on
behalf of, or concerning the Mortgagor is true, accurate and complete and
does not contain any statement that is or will be inaccurate or misleading
in any material respect;
(tt) Disclosure to Mortgagor. All disclosure materials required
by applicable law with respect to the making of adjustable rate mortgage
loans have been received by the borrower;
(uu) Loan-to-Value Ratio; Foreclosure. No Mortgage Loan had a
Loan-to-Value Ratio at the time of origination of more than 100%; no
Mortgage Loan is subject to a written foreclosure agreement or pending
foreclosure proceedings;
(vv) Home Ownership and Equity Protection Act. None of the
Mortgage Loans are subject to the Home Ownership and Equity Protection Act
of 1994 or any comparable state law;
(ww) Single Premium Credit Insurance. None of the proceeds of
the Mortgage Loan were used to finance single-premium credit insurance
policies; and
(xx) Non-MERS Recordings. As to any Mortgage Loan which is not
a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form and
is acceptable for recording under the laws of the jurisdication in which
the Mortgaged Property is located.
Section 3.04 Repurchase.
It is understood and agreed that the representations and
warranties set forth in Sections 3.02 and 3.03 shall survive the sale of
the Mortgage Loans and delivery of the Mortgage File to the Purchaser, or
its designee, and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage
Note or Assignment or the examination, or lack of examination, of any
Mortgage File. Upon discovery by the Seller, the Servicer or the Purchaser
of a breach of any of the foregoing representations and warranties which
materially and adversely affects the value of one or more of the Mortgage
Loans or the interest of the Purchaser in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the others.
With respect to the representations and warranties which are made to the
best of the Seller's knowledge, if it is discovered by the Seller, the
Servicer or the Purchaser that the substance of such representation and
warranty is inaccurate and such inaccuracy materially and adversely affects
the value of the related Mortgage Loan or the interests of the Purchaser
therein, notwithstanding such Seller's lack of knowledge with respect to
the substance of such representation or warranty, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.
The Seller shall have a period of sixty (60) days from the
earlier of its discovery or its receipt of notice of any such breach within
which to correct or cure such breach. The Seller hereby covenants and
agrees that if any such breach is not corrected or cured within such sixty
(60) day period, the Seller shall, at the Purchaser's option and not later
than the next Determination Date, either repurchase such Mortgage Loan at
the Repurchase Price. If any such breach shall involve any representation
or warranty set forth in Section 3.02, and such breach is not cured within
sixty days of the earlier of either discovery by or notice to the Seller of
such breach, all Mortgage Loans shall, at the option of the Purchaser, be
repurchased by the Seller at the Repurchase Price. Any such repurchase
shall be accomplished by deposit in the Custodial Account of the amount of
the Repurchase Price.
If pursuant to the foregoing provisions the Seller repurchases
a Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall either (i)
cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to the Seller and shall
cause such Mortgage to be removed from registration on the MERS(R) System
in accordance with MERS' rules and regulations or (ii) cause MERS to
designate on the MERS(R) System the Seller as the beneficial holder with
respect to such Mortgage Loan.
At the time of repurchase, the Purchaser and the Seller shall
arrange for the reassignment of the repurchased Mortgage Loan to the Seller
and the delivery to the Seller of any documents held by the Custodian
relating to the repurchased Mortgage Loan. In the event of a repurchase,
the Seller shall, simultaneously with such reassignment, give written
notice to the Purchaser that such repurchase has taken place and amend the
Mortgage Loan Schedule to reflect the withdrawal of the repurchased
Mortgage Loan from this Agreement.
In addition to its obligation to cure or repurchase a defective
Mortgage Loan, the Seller shall indemnify the Purchaser and hold it
harmless against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and other
costs and expenses (excluding, however, punitive damages, loss of profit
damages and exemplary damages) resulting from any claim, demand, defense or
assertion based on or grounded upon, or resulting from, a breach of the
Seller's representations and warranties contained in this Agreement.
It is understood and agreed that the obligation of the Seller
set forth in this Section 3.04 to cure, repurchase a defective Mortgage
Loan, and to indemnify Purchaser pursuant to this Section and Section 8.01,
constitutes the sole remedies of the Purchaser respecting a breach of the
foregoing representations and warranties. If the Seller fails to repurchase
for a defective Mortgage Loan in accordance with this Section 3.04, or
fails to cure a defective Mortgage Loan to Purchaser's reasonable
satisfaction in accordance with this Section 3.04, or to indemnify
Purchaser pursuant to Section 8.01, that failure shall, upon compliance by
the Purchaser with the next to the last paragraph of this Section 3.04, be
an Event of Default and the Purchaser shall be entitled to pursue all
available remedies. No provision of this paragraph shall affect the rights
of the Purchaser to terminate this Agreement for cause, as set forth in
Section 9.01 or 10.01.
Any cause of action against the Seller relating to or arising
out of the breach of any representations and warranties made in Sections
3.02 and 3.03 shall accrue as to any Mortgage Loan upon (i) the earlier of
discovery of such breach by the Seller or notice thereof by the Purchaser
to the Seller, (ii) failure by the Seller to cure such breach or repurchase
such Mortgage Loan as specified above, and (iii) demand upon the Seller by
the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC,
notwithstanding any contrary provision of this Agreement, with respect to
any Mortgage Loan that is not in default or as to which no default is
imminent, Purchaser may, in connection with any repurchase of a Defective
Mortgage Loan pursuant to this Section 3.04, require that the Seller
deliver, at the Seller's expense, an Opinion of Counsel to the effect that
such repurchase or substitution will not (i) result in the imposition of
taxes on "prohibited transactions" of such REMIC (as defined in Section
860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the
REMIC to fail to qualify as a REMIC at any time.
Section 3.05 Repurchase of Mortgage Loans with Early Payment
Default:
If (a) a Mortgagor is thirty (30) days delinquent in respect to
the first Monthly Payment due on the related Mortgage Loan immediately
following the applicable Closing Date or (b) a Mortgage Loan is in
bankruptcy or litigation within the first month immediately following the
applicable Closing Date, the Seller, at the Purchaser's option, shall
promptly repurchase such such Mortgage Loan from the Purchaser in
accordance with the procedures set forth in Section 3.04 hereof, however,
any such repurchase shall be made at the Purchase Price.
Section 3.06 Purchase Price Protection.
With respect to any Mortgage Loan that prepays in full during
the two (2) month period from and after the Closing Date, the Seller shall
reimburse the Purchaser the amount (if any) by which the Purchase Price
paid by the Purchaser to the Seller exceeded 100% of the outstanding
scheduled principal balance of the Mortgage Loan as of the Cut-off Date,
within thirty (30) days of such payoff.
Section 3.07 Representations and Warranties of the Purchaser.
Purchaser represents, warrants and covenants to the Seller and
Servicer that as of each Closing Date or as of such date specifically
provided herein:
(a) Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
incorporation and has all licenses necessary to carry out its business as
now being conducted, and is licensed and qualified to transact business in
and is in good standing under the laws of each state in which any Mortgaged
Property is located or is otherwise exempt under applicable law from such
licensing or qualification or is otherwise not required under applicable
law to effect such licensing or qualification and no demand for such
licensing or qualification has been made upon the Purchaser by any such
state, and in any event the Purchaser is in compliance with the laws of any
such state to the extent necessary to ensure the enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with
the terms of this Agreement;
(b) The Purchaser has the full power and authority and legal
right to hold, transfer and convey each Mortgage Loan, to sell each
Mortgage Loan and to execute, deliver and perform, and to enter into and
consummate all transactions contemplated by this Agreement and the related
Purchase Price and Terms Letter and to conduct its business as presently
conducted; the Purchaser has duly authorized the execution, delivery and
performance of this Agreement and any agreements contemplated hereby, has
duly executed and delivered this Agreement and the related Purchase Price
and Terms Letter, and any agreements contemplated hereby, and this
Agreement and the related Purchase Price and Terms Letter and any
agreements contemplated hereby, constitute the legal, valid and binding
obligations of the Purchaser, enforceable against it in accordance with
their respective terms , except as such enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization and similar laws, and by
equitable principles affecting the enforceability of the rights of
creditors; and all requisite corporate action has been taken by the
Purchaser to make this Agreement , the related Purchase Price and Terms
Letter and all agreements contemplated hereby valid and binding upon the
Purchaser any in accordance with their terms;
(c) Neither the execution and delivery of this Agreement, the
related Purchase Price and Terms Letter, the purchase of the Mortgage Loans
by the Purchaser, the consummation of the transactions contemplated hereby,
nor the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Purchase Price and Terms Letter will conflict
with any of the terms, conditions or provisions of the Purchaser's charter
or by-laws or materially conflict with or result in a material breach of
any of the terms, conditions or provisions of any legal restriction or any
agreement or instrument to which the Purchaser is now a party or by which
it is bound, or constitute a default or result in an acceleration under any
of the foregoing, or result in the material violation of any law, rule,
regulation, order, judgment or decree to which the Purchaser or its
property is subject;
(d) There is no litigation, suit, proceeding or investigation
pending or threatened, or any order or decree outstanding, which is
reasonably likely to have a material adverse effect on the purchase of the
Mortgage Loans, the execution, delivery, performance or enforceability of
this Agreement or the related Purchase Price and Terms Letter, or which is
reasonably likely to have a material adverse effect on the financial
condition of the Purchaser;
(e) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Purchaser of or compliance by the Purchaser with this
Agreement and the related Purchase Price and Terms Letter, except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this
Agreement and the related Purchase Price and Terms Letter are in the
ordinary course of business of the Purchaser;
(g) The Purchaser does not believe, nor does it have any cause
or reason to believe, that it cannot perform each and every covenant
contained in this Agreement and the related Purchase Price and Terms
Letter. The Purchaser is solvent and the purchase of the Mortgage Loans
will not cause the Purchaser to become insolvent;
(h) The Purchaser has not dealt with any broker, investment
banker, agent or other person that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans.
ARTICLE IV
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
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Section 4.01 The Servicer to Act as Servicer.
The Servicer, as independent contract servicer, shall service
and administer the Mortgage Loans in accordance with this Agreement and
with Accepted Servicing Practices, and shall have full power and authority,
acting alone, to do or cause to be done any and all things in connection
with such servicing and administration which the Servicer may deem
necessary or desirable and consistent with the terms of this Agreement and
with Accepted Servicing Practices and, if any Mortgage Loan is held by a
REMIC, the REMIC Provisions. The Servicer shall service and administer the
Mortgage Loans through the exercise of the same care that it customarily
employs for its own account. Except as set forth in this Agreement, the
Servicer shall service the Mortgage Loans in strict compliance with the
servicing provisions of the ▇▇▇▇▇▇ ▇▇▇ Guides, which include, but are not
limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and
other charges, the maintenance of hazard insurance with a Qualified
Insurer, the maintenance of mortgage impairment insurance, the maintenance
of fidelity bond and errors and omissions insurance, inspections, the
restoration of Mortgaged Property, the maintenance of Primary Mortgage
Insurance Policies, insurance claims, the title, management of REO
Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged
Property, the transfer of Mortgaged Property, the release of Mortgage
Files, annual statements, and examination of records and facilities. In the
event of any conflict, inconsistency or discrepancy between any of the
servicing provisions of this Agreement and any of the servicing provisions
of the ▇▇▇▇▇▇ Mae Guides, the provisions of this Agreement shall control
and be binding upon the Purchaser and the Servicer.
Consistent with the terms of this Agreement, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of any such term or in any manner grant indulgence to any
Mortgagor if in the Servicer's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially adverse
to the Purchaser (provided, however, that following the transfer of any
Mortgage Loan to a REMIC any waiver or modification shall be consistent
with the REMIC Provisions). In the event of any such modification or waiver
which permits the deferral of interest or principal payments on any
Mortgage Loan, the Servicer shall, on the Business Day immediately
preceding the Remittance Date in any month in which any such principal or
interest payment has been deferred, deposit in the Custodial Account from
its own funds, in accordance with Section 4.04, the difference between (a)
the otherwise scheduled Monthly Payment and (b) the amount paid by the
Mortgagor. The Servicer shall be entitled to reimbursement for such
advances to the same extent as for all other advances pursuant to Section
4.05. Without limiting the generality of the foregoing, the Servicer shall
continue, and is hereby authorized and empowered, to prepare, execute and
deliver, all instruments of satisfaction or cancellation, or of partial or
full release, discharge and all other comparable instruments, with respect
to the Mortgage Loans and with respect to the Mortgaged Properties.
Notwithstanding anything herein to the contrary, the Servicer may not enter
into a forbearance agreement or similar arrangement with respect to any
Mortgage Loan which runs more than 180 days after the first delinquent Due
Date. Any forbearance agreement shall be approved by any applicable holder
of a Primary Mortgage Insurance Policy, if required.
The Servicer is authorized and empwered by the Purchaser, in
its own name, when the Servicer believes it appropriate in its reasonable
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System,
to execute and deliver, on behalf of the Purchaser, any and all instruments
of assignment and other comparable instruments with respect to such
assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the Purchaser and its successors and assigns.
Unless a different time period is stated in this Agreement, the
Purchaser shall be deemed to have given consent in connection with a
particular matter if the Purchaser does not affirmatively grant or deny
consent within five (5) Business Days from the date the Purchaser receives
a second written request for consent for such matter from the Servicer.
The Servicer shall accurately and fully report its borrower
credit files related to the Mortgage Loans to Equifax, Transunion &
Experian in a timely manner.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage
Loan ceases to be serviced subject to this Agreement, the Servicer will
proceed diligently to collect all payments due under each Mortgage Loan
when the same shall become due and payable and shall, to the extent such
procedures shall be consistent with this Agreement, Accepted Servicing
Practices, and the terms and provisions of related Primary Mortgage
Insurance Policy, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans and held for its
own account. Further, the Servicer will take special care in ascertaining
and estimating annual escrow payments, and all other charges that, as
provided in the Mortgage, will become due and payable, so that the
installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted Mortgage Loans.
In the event that any payment due under any Mortgage Loan and
not postponed pursuant to Section 4.01 is not paid when the same becomes
due and payable, or in the event the Mortgagor fails to perform any other
covenant or obligation under the Mortgage Loan and such failure continues
beyond any applicable grace period, the Servicer shall take such action as
(1) the Servicer would take under similar circumstances with respect to a
similar mortgage loan held for its own account for investment, (2) shall be
consistent with Accepted Servicing Practices and any Primary Mortgage
Insurance Policies, and (3) the Servicer shall determine prudently to be in
the best interest of Purchaser. In the event that any payment due under any
Mortgage Loan is not postponed pursuant to Section 4.01 and remains
delinquent for a period of 90 days or any other default continues for a
period of 90 days beyond the expiration of any grace or cure period, the
Servicer shall, subject to the provisions of this Agreement, commence
foreclosure proceedings. The Servicer shall notify the Purchaser in writing
of the Servicer's intention to do so, and the Servicer shall not commence
foreclosure proceedings if the Purchaser objects to such action within
three (3) Business Days of receiving such notice. In the event the
Purchaser objects to such foreclosure action, the Servicer shall not be
required to make Monthly Advances with respect to such Mortgage Loan,
pursuant to Section 5.03, and the Servicer's obligation to make such
Monthly Advances shall terminate on the 90th day referred to above.
The Servicer shall from its own funds make all necessary and
proper Servicing Advances, provided, however, that the Servicer shall not
be required to expend its own funds in connection with any foreclosure or
towards the restoration or preservation of any Mortgaged Property, unless
it shall determine in its reasonable discretion (a) that such preservation,
restoration and/or foreclosure will increase the proceeds of liquidation of
the Mortgage Loan to Purchaser after reimbursement to itself for such
expenses and (b) that such expenses will be recoverable by it either
through Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Custodial Account pursuant to Section
4.05) or through Insurance Proceeds (respecting which it shall have similar
priority).
The Servicer shall obtain prior approval of Purchaser as to
restoration expenses in excess of one thousand dollars ($1,000). The
Servicer shall notify the Purchaser in writing of the commencement of
foreclosure proceedings. The Servicer shall be responsible for all costs
and expenses incurred by it in any such proceedings or functions; provided,
however, that it shall be entitled to reimbursement thereof from the
related property, as contemplated in Section 4.05.
Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Servicer has reasonable cause to believe that
a Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, or if the Purchaser otherwise requests an environmental inspection
or review of such Mortgaged Property, such an inspection or review is to be
conducted by a qualified inspector at the Purchaser's expense. Upon
completion of the inspection, the Servicer shall promptly provide the
Purchaser with a written report of the environmental inspection.
After reviewing the environmental inspection report, the
Purchaser shall determine how the Servicer shall proceed with respect to
the Mortgaged Property. In the event (a) the environmental inspection
report indicates that the Mortgaged Property is contaminated by hazardous
or toxic substances or wastes and (b) the Purchaser directs the Servicer to
proceed with foreclosure or acceptance of a deed in lieu of foreclosure,
the Servicer shall be reimbursed for all reasonable costs associated with
such foreclosure or acceptance of a deed in lieu of foreclosure and any
related environmental clean up costs, as applicable, from the related
Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to
fully reimburse the Servicer, the Servicer shall be entitled to be
reimbursed from amounts in the Custodial Account pursuant to Section 4.05
hereof. In the event the Purchaser directs the Servicer not to proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer
shall be reimbursed for all Servicing Advances made with respect to the
related Mortgaged Property from the Custodial Account pursuant to Section
4.05 hereof.
In the event that a Mortgage Loan becomes part of a REMIC, and
becomes REO Property, such property shall be disposed of by the Servicer in
accordance with Section 4.16.
Section 4.04 Establishment of Custodial Accounts; Deposits in
Custodial Accounts.
The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan separate and apart from any of its
own funds and general assets and shall establish and maintain one or more
Custodial Accounts titled "Bank One, N.A., in trust for the Purchaser under
the Seller's Purchase, Warranties and Servicing Agreement dated as of
December 1, 2001 and/or subsequent purchasers of Mortgage Loans, and
various Mortgagors - P & I." The Custodial Account shall be an Eligible
Account. The Servicer agrees to enter into a securities account control
agreement with the Purchaser and the Qualifed Depository under which the
Qualified Depository shall follow instructions exclusively from the
Purchaser regarding the Custodial Account or accounts and including such
other terms to be agreed between the parties thereto. The Funds deposited
in a Custodial Account may be drawn on in accordance with Section 4.05. The
creation of any Custodial Account shall be evidenced by a letter agreement
in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon
the request of any subsequent purchaser.
The Servicer shall deposit in the Custodial Account on a daily
basis (within one day of receipt, or within two days of receipt in the case
of clauses (iii) through (vi)), and retain therein the following payments
and collections received or made by it subsequent to the Cut-off Date, or
received by it prior to the Cut-off Date but allocable to a period
subsequent thereto, other than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage
Loans;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Servicer
in connection with any REO Property pursuant to Section 4.16;
(v) all Insurance Proceeds including amounts required to
be deposited pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to
the restoration or repair of the Mortgaged Property or released
to the Mortgagor in accordance with Accepted Servicing
Practices, the loan documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged
Property which are not released to the Mortgagor in accordance
with the Seller's normal servicing procedures, the loan
documents or applicable law;
(vii) any Monthly Advances;
(viii) all proceeds of any Mortgage Loan repurchased in
accordance with Sections 3.04, 3.05 and 6.02;
(ix) any amounts required to be deposited by the Servicer
pursuant to Section 4.11 in connection with the deductible
clause in any blanket hazard insurance policy, such deposit
shall be made from the Servicer's own funds, without
reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial
Account pursuant to Section 4.01 or Section 6.02.
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments in the nature of late payment
charges and assumption fees, to the extent permitted by Section 6.01, need
not be deposited by the Servicer in the Custodial Account. Any interest
paid on funds deposited in the Custodial Account by the depository
institution shall accrue to the benefit of the Servicer and the Servicer
shall be entitled to retain and withdraw such interest from the Custodial
Account pursuant to Section 4.05(iv).
Section 4.05 Permitted Withdrawals From the Custodial Account.
The Servicer may, from time to time, withdraw from the
Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and
in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the
Servicer's right to reimburse itself pursuant to this subclause
(ii) being limited to amounts received on the related Mortgage
Loan which represent late collections (net of the related
Servicing Fee) of principal and/or interest respecting which
any such advance was made, it being understood that, in the
case of such reimbursement, the Servicer's right thereto shall
be prior to the rights of the Purchaser, except that, where the
Seller is required to repurchase a Mortgage Loan, pursuant to
Sections 3.04, 3.05 or 6.02, the Servicer's right to such
reimbursement shall be subsequent to the Seller's payment to
the Purchaser of the Repurchase Price pursuant to such Section
and all other amounts required to be paid to the Purchaser with
respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing
Advances and any unpaid Servicing Fees, the Servicer's right to
reimburse itself pursuant to this subclause (iii) with respect
to any Mortgage Loan being limited to related proceeds from
Liquidation Proceeds, Condemnation Proceeds and Insurance
Proceeds or otherwise relating to the Mortgage Loan in
accordance with the relevant provisions of the ▇▇▇▇▇▇ ▇▇▇
Guides or as otherwise set forth in this Agreement, it being
understood (A) that for those Mortgage Loans in foreclosure,
the Purchaser shall reimburse the Servicer for Servicing
Advances and Servicing Fees through the completion of
foreclosure and disposition of the REO Property; such
reimbursement shall be monthly after completion of foreclosure
or deed-in-lieu proceedings and (B) in the case of any such
reimbursement, the Servicer's right thereto shall be prior to
the rights of Purchaser, except that, where the Seller is
required to repurchase a Mortgage Loan pursuant to Section
3.04, 3.05 or 6.02, the Servicer's right to such reimbursement
shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other
amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
(iv) to pay to itself as part of its servicing
compensation: (a) any interest earned on funds in the Custodial
Account (all such interest to be withdrawn monthly not later
than each Remittance Date),and (b) the Servicing Fee from that
portion of any payment or recovery of interest with respect to
a particular Mortgage Loan, net of any amount required to
compensate the Purchaser for Prepayment Interest Shortfalls;
(v) to pay to itself with respect to each Mortgage Loan
that has been repurchased pursuant to Section 3.04, 3.05 or
6.02, all amounts received thereon and not distributed as of
the date on which the related Repurchase Price is determined;
(vi) to transfer funds to another Eligible Account in
accordance with Section 4.09 hereof;
(vii) to reimburse itself for expenses incurred to the
extent reimbursable pursuant to Section 8.01;
(viii) to pay any amount required to be paid pursuant to
Section 4.16 related to any REO Property, it being understood
that, in the case of any such expenditure or withdrawal related
to a particular REO Property, the amount of such expenditure or
withdrawal from the Custodial Account shall be limited to
amounts on deposit in the Custodial Account with respect to the
related REO Property;
(ix) to reimburse itself for any Monthly Advances,
Servicing Advances or REO expenses after liquidation of the
Mortgaged Property to the extent not otherwise reimbursed
above;
(x) to reimburse the trustee for any Pass-Through
Transfer for any unreimbursed Monthly Advances or Servicing
Advances made by the Trustee, as applicable, the right to
reimbursement pursuant to this subclause (viii) with respect to
any Mortgage Loan being limited to related Liquidation
Proceeds, proceeds of REO Dispositions, Condemnation Proceeds,
Insurance Proceeds and such other amounts as may be collected
by the Servicer from the Mortgagor or otherwise relating to the
Mortgage Loan, it being understood that, in the case of such
reimbursement, such trustee's right thereto shall be prior to
the rights of the Servicer to reimbursement under (ii) and
(iii), and prior to the rights of the Purchaser under (i);
(xi) to remove funds inadvertently placed in the
Custodial Account by the Servicer; and
(xii) to clear and terminate the Custodial Account upon
the termination of this Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in
Accounts.
The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan which constitute Escrow Payments
separate and apart from any of its own funds and general assets and shall
establish and maintain one or more Escrow Accounts. Each Escrow Account
shall be an Eligible Account, and shall be titled "Bank One, N.A., in trust
for the Purchaser under the Seller's Purchase,Warranties and Servicing
Agreement dated as of December 1, 2001 and/or subsequent purchasers of
Mortgage Loans, and various Mortgagors - T & I." The Servicer agrees to
enter into a securities account control agreement with the Purchaser and
the Qualifed Depository under which the Qualified Depository shall follow
instructions exclusively from the Purchaser regarding the Escrow Accounts
and including such other terms to be agreed between the parties thereto.
Funds deposited in the Escrow Account may be drawn on by the Servicer in
accordance with Section 4.07. The creation of any Escrow Account shall be
evidenced by a letter agreement in the form shown in Exhibit C. The
original of such letter agreement shall be furnished to the Purchaser on
the Closing Date, and upon request to any subsequent purchaser.
The Servicer shall deposit in the Escrow Account or Accounts on
a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the
Mortgage Loans, for the purpose of effecting timely payment of
any such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds or Condemnation Proceeds
which are to be applied to the restoration or repair of any
Mortgaged Property; and
(iii) all Servicing Advances of Escrow Payments for
Mortgagors whose Escrow Payments are insufficient to cover
escrow disbursements.
The Servicer shall make withdrawals from the Escrow Account
only to effect such payments as are required under this Agreement, and for
such other purposes as shall be as set forth or in accordance with Section
4.07. The Servicer shall be entitled to retain any interest paid on funds
deposited in an Escrow Account by the depository institution other than
interest on escrowed funds required by law to be paid to the Mortgagor. To
the extent required by law, the Servicer shall pay interest on escrowed
funds to the Mortgagor notwithstanding that such Escrow Account is
non-interest bearing or that interest paid thereon is insufficient for such
purposes.
Section 4.07 Permitted Withdrawals From the Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer
only:
(i) to effect timely payments of taxes, Primary Mortgage
Insurance Policy premiums, if applicable, fire and hazard
insurance premiums, and comparable items constituting Escrow
Payments;
(ii) to reimburse the Servicer for any Servicing Advance
made by the Servicer with respect to a related Mortgage Loan
but only from amounts received on the related Mortgage Loan
which represent late collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds that may be
determined to be overages;
(iv) for transfer to the Custodial Account in accordance
with the terms of this Agreement or to reduce the Principal
Balance of the Mortgage Loan in accordance with the terms of
the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of the
Mortgaged Property in accordance with this Agreement;
(vi) to pay to the Servicer, or to the Mortgagor to the
extent required by law, any interest paid on the funds
deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the
termination of this Agreement;
(viii) to pay to the Mortgagors or other parties
Insurance Proceeds deposited in accordance with Section 4.06;
and
(ix) to remove funds inadvertently placed in the Escrow
Account by the Servicer.
Section 4.08 Payment of Taxes, Insurance and Charges;
Maintenance of Primary Mortgage Insurance; Collections Thereunder.
With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes and other charges which are
or may become a lien upon the Mortgaged Property and the status of primary
mortgage insurance premiums and fire and hazard insurance coverage and
shall obtain, from time to time, all bills for the payment of such charges,
including renewal premiums and shall effect payment thereof prior to the
applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits
of the Mortgagor in the Escrow Account which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as
allowed under the terms of the Mortgage or applicable law. To the extent
that the Mortgage does not provide for Escrow Payments, the Servicer shall
require that the Mortgagor make any such payments at the time they first
become due. The Servicer assumes full responsibility for the timely payment
of all such bills and shall effect timely payments of all such bills
irrespective of the Mortgagor's faithful performance in the payment of same
or the making of the Escrow Payments and shall make Servicing Advances from
its own funds if necessary to effect such payments.
The Servicer will maintain in full force and effect Primary
Mortgage Insurance Policies issued by a Qualified Insurer with respect to
each Mortgage Loan for which such coverage is herein required. Such
coverage will be maintained until the Loan-to-Value ratio of the related
Mortgage Loan is reduced to 80% or less in the case of a Mortgage Loan
having a Loan-to-Value Ratio at origination in excess of 80% or as required
by state or federal law. The Servicer will not cancel or refuse to renew
any Primary Mortgage Insurance Policy in effect on the Closing Date that is
required to be kept in force under this Agreement unless a replacement
Primary Mortgage Insurance Policy for such canceled or non-renewed policy
is obtained from and maintained with a Qualified Insurer. The Servicer
shall not take any action which would result in non-coverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Servicer would have been covered thereunder. In connection
with any assumption or substitution agreement entered into or to be entered
into pursuant to Section 6.01, the Servicer shall promptly notify the
insurer under the related Primary Mortgage Insurance Policy, if any, of
such assumption or substitution of liability in accordance with the terms
of such policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under the Primary
Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is
terminated as a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement Primary Mortgage Insurance Policy as
provided above.
Section 4.09 Transfer of Accounts.
Upon five (5) Business Days prior written notice to the
Purchaser, the Servicer may transfer a Custodial Account or an Escrow
Account to a different Eligible Institution(s) from time to time, provided
that such Custodial Account and Escrow Account shall at all times be
Eligible Accounts.
Section 4.10 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage
Loan fire and hazard insurance with extended coverage as is acceptable to
▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac and customary in the area where the Mortgaged
Property is located in an amount which is equal to the lesser of (i) the
maximum insurable value of the improvements securing such Mortgage Loan and
(ii) the greater of (a) the outstanding principal balance of the Mortgage
Loan, and (b) an amount such that the proceeds thereof shall be sufficient
to prevent the Mortgagor and/or the mortgagee from becoming a co-insurer.
In the event a hazard insurance policy shall be in danger of being
terminated, or in the event the insurer shall cease to be acceptable to
▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, the Servicer shall use its best efforts, as
permitted by applicable law, to obtain from another Qualified Insurer a
replacement hazard insurance policy substantially and materially similar in
all respects to the original policy. In no event, however, shall a Mortgage
Loan be without a hazard insurance policy at any time, subject only to
Section 4.11 hereof.
If upon origination of the Mortgage Loan, the related Mortgaged
Property was located in an area identified by the Flood Emergency
Management Agency as having special flood hazards, such Mortgage Loan shall
be covered by a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration from an
insurance carrier acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, in an amount
representing coverage equal to the least of (i) the minimum amount
required, under the terms of coverage, to compensate for any damage or loss
on a replacement cost basis (or the Principal Balance of the Mortgage Loan
if replacement cost coverage is not available for the type of building
insured) (ii) the maximum insurable value of the improvements securing such
Mortgage Loan and (iii) the maximum amount of insurance which is available
under the Flood Disaster Protection Act of 1973, as amended.
If at any time during the term of the Mortgage Loan, the
Servicer determines in accordance with applicable law and pursuant to the
▇▇▇▇▇▇ Mae Guides that a Mortgaged Property is located in a special flood
hazard area and is not covered by flood insurance or is covered in an
amount less than the amount required by the Flood Disaster Protection Act
of 1973, as amended, the Servicer shall notify the related Mortgagor that
the Mortgagor must obtain such flood insurance coverage, and if said
Mortgagor fails to obtain the required flood insurance coverage within
forty-five (45) days after such notification, and, if permitted by the
terms of the Mortgage, the Servicer shall immediately force place the
required flood insurance on the Mortgagor's behalf.
The Servicer shall also maintain on each REO Property, fire and
hazard insurance with extended coverage in an amount which is at least
equal to the maximum insurable value of the improvements which are a part
of such property, and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in an amount
as provided above. Any amounts collected by the Servicer under any such
policies other than amounts to be deposited in the Escrow Account and
applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with Accepted
Servicing Practices, shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 4.05.
In the event that any Purchaser or the Servicer shall determine
that the Mortgaged Property should be insured against loss or damage by
hazards and risks not covered by the insurance required to be maintained by
the Mortgagor pursuant to the terms of the Mortgage, the Servicer shall
communicate and consult with the Mortgagor with respect to the need for
such insurance and bring to the Mortgagor's attention the desirability of
protection of the Mortgaged Property.
It is understood and agreed that no other additional insurance
need be required by the Servicer or maintained on property acquired in
respect of the Mortgage Loan, other than pursuant to this Agreement, the
▇▇▇▇▇▇ ▇▇▇ Guides or such applicable state or federal laws and regulations
as shall at any time be in force and as shall require such additional
insurance.
All insurance policies shall be endorsed with standard
mortgagee clauses with loss payable to the Servicer and its successors
and/or assigns and shall provide for at least thirty days prior written
notice of any cancellation, reduction in the amount or material change in
coverage to the Servicer. The Servicer shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or
agent, provided, however, that the Servicer shall not accept any such
insurance policies from insurance companies unless such companies are
Qualified Insurers and are licensed to do business in the jurisdiction in
which the Mortgaged Property is located. The Servicer shall determine that
such policies provide sufficient risk coverage and amounts, that they
insure the property owner, and that they properly describe the address of
the Mortgaged Property.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Servicer shall obtain and maintain a
blanket policy issued by an issuer acceptable to ▇▇▇▇▇▇ Mae and/or ▇▇▇▇▇▇▇
Mac insuring against hazard losses on all of the Mortgage Loans, then, to
the extent such policy provides coverage in an amount equal to the amount
required pursuant to Section 4.10 and otherwise complies with all other
requirements of Section 4.10, it shall conclusively be deemed to have
satisfied its obligations as set forth in Section 4.10, it being understood
and agreed that such policy may contain a deductible clause, in which case
the Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy complying with
Section 4.10, and there shall have been a loss which would have been
covered by such policy, deposit in the Custodial Account the amount not
otherwise payable under the blanket policy because of such deductible
clause, without reimbursement therefor. In connection with its activities
as servicer of the Mortgage Loans, the Servicer agrees to prepare and
present, on behalf of the Purchaser, claims under any such blanket policy
in a timely fashion in accordance with the terms of such policy. Upon
request of the Purchaser, the Servicer shall cause to be delivered to the
Purchaser a certified true copy of such policy and shall use its best
efforts to obtain a statement from the insurer thereunder that such policy
shall in no event be terminated or materially modified without thirty (30)
days' prior written notice to the Purchaser.
Section 4.12 Maintenance of Fidelity Bond and Errors and
Omissions Insurance.
The Servicer shall maintain, at its own expense, a Fidelity
Bond, which is also known as a blanket fidelity bond under the ▇▇▇▇▇▇ ▇▇▇
Guides, and an errors and omissions insurance policy (an "E&O Policy"),
with broad coverage with responsible companies on all officers, employees
or other persons acting in any capacity with regard to the Mortgage Loans
to handle funds, money, documents and papers relating to the Mortgage
Loans. The Fidelity Bond shall be in the form of a mortgage banker's bond
and shall protect and insure the Servicer against losses, including
forgery, theft, embezzlement and fraud of such persons. The E&O Policy
shall protect and insure the Servicer against losses arising out of errors
and omissions and negligent acts of such persons. Such E&O Policy shall
also protect and insure the Servicer against losses in connection with the
failure to maintain any insurance policies required pursuant to this
Agreement and the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or E&O Policy shall
diminish or relieve the Servicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and E&O
Policy shall be at least equal to the corresponding amounts required by
▇▇▇▇▇▇ Mae in the ▇▇▇▇▇▇ ▇▇▇ Guides or by ▇▇▇▇▇▇▇ Mac in the ▇▇▇▇▇▇▇ Mac
Guides. The Servicer shall deliver to the Purchaser a certificate from the
surety and the insurer as to the existence of the Fidelity Bond and E&O
Policy and shall obtain a statement from the surety and the insurer that
such Fidelity Bond or E&O Policy shall in no event be terminated or
materially modified without thirty (30) days' prior written notice to the
Purchaser. The Seller shall notify the Purchaser within five (5) business
days of receipt of notice that such Fidelity Bond or E&O Policy will be, or
has been, materially modified or terminated. The Purchaser (or any party
having the status of Purchaser hereunder) and any subsidiary thereof and
their successors or assigns as their interests may appear must be named as
certificate holder, which is also known as loss payee under the ▇▇▇▇▇▇ Mae
Guides, on the Fidelity Bond and as additional insured on the E&O Policy.
Upon request by the Purchaser, the Servicer shall provide the Purchaser
with an insurance certificate certifying coverage under this Section 4.12,
and will provide an update to such certificate upon request, or upon
renewal or material modification of coverage.
Section 4.13 Inspections.
If any Mortgage Loan is more than 60 days delinquent, the
Servicer immediately shall inspect the Mortgaged Property and shall conduct
subsequent inspections in accordance with Accepted Servicing Practices or
as may be required by the primary mortgage guaranty insurer. The Servicer
shall keep a written report of each such inspection.
Section 4.14 Restoration of Mortgaged Property.
The Servicer need not obtain the approval of the Purchaser
prior to releasing any Insurance Proceeds or Condemnation Proceeds to the
Mortgagor to be applied to the restoration or repair of the Mortgaged
Property if such release is in accordance with Accepted Servicing
Practices. For claims greater than $15,000, at a minimum the Servicer shall
comply with the following conditions in connection with any such release of
Insurance Proceeds or Condemnation Proceeds:
a) The Servicer shall receive satisfactory independent
verification of completion of repairs and issuance of any
required approvals with respect thereto;
b) the Servicer shall take all steps necessary to preserve the
priority of the lien of the Mortgage, including, but not
limited to requiring waivers with respect to mechanics' and
materialmen's liens;
c) the Servicer shall verify that the Mortgage Loan is not in
default; and
d) pending repairs or restoration, the Servicer shall place the
Insurance Proceeds or Condemnation Proceeds in the Escrow
Account.
If the Purchaser is named as an additional loss payee, the
Servicer is hereby empowered to endorse any loss draft issued in respect of
such a claim in the name of the Purchaser.
Section 4.15 Claims.
In connection with its activities as servicer, the Servicer
agrees to prepare and present, on behalf of itself and the Purchaser,
claims to the insurer in a timely fashion and, in this regard, to take such
action as shall be necessary to permit recovery respecting a defaulted
Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the
Servicer under any guaranty shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
Section 4.16 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired
in foreclosure, by deed in lieu of foreclosure or other method resulting in
full or partial satisfaction of the related Mortgage, the deed or
certificate of sale shall be taken in the name of the Purchaser or its
designee, or in the event the Purchaser or its designee is not authorized
or permitted to hold title to real property in the state where the REO
Property is located, or would be adversely affected under the "doing
business" or tax laws of such state by so holding title, the deed or
certificate of sale shall be taken in the name of such Person or Persons as
shall be consistent with an opinion of counsel obtained by the Servicer
from an attorney duly licensed to practice law in the state where the REO
Property is located. Any Person or Persons holding such title other than
the Purchaser shall acknowledge in writing that such title is being held as
nominee for the benefit of the Purchaser.
The Servicer shall manage, conserve, protect and operate each
REO Property for the Purchaser solely for the purpose of its prompt
disposition and sale. The Servicer, either itself or through an agent
selected by the Servicer, shall manage, conserve, protect and operate the
REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same
manner that similar property in the same locality as the REO Property is
managed. The Servicer shall attempt to sell the same (and may temporarily
rent the same for a period not greater than one year, except as otherwise
provided below) on such terms and conditions as the Servicer deems to be in
the best interest of the Purchaser.
Purchaser shall be obligated to Servicer for an REO Property
disposition fees for each REO Property, at the time of final liquidation,
equal to 2.00% of the REO Property sales price, subject to a maximum of
$5,000 per REO Property, provided, that, if the Purchaser terminates the
REO process before sale of the related Mortgaged Property, the Purchaser
shall pay the Servicer a fee of $1,500.
The Servicer shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event
within one year after title has been taken to such REO Property, unless (i)
a REMIC election has not been made with respect to the arrangement under
which the Mortgage Loans and the REO Property are held, and (ii) the
Servicer determines, and gives an appropriate notice to the Purchaser to
such effect, that a longer period is necessary for the orderly liquidation
of such REO Property. If a period longer than one year is permitted under
the foregoing sentence and is necessary to sell any REO Property, (i) the
Servicer shall report monthly to the Purchaser as to the progress being
made in selling such REO Property and (ii) if, with the written consent of
the Purchaser, a purchase money mortgage is taken in connection with such
sale, such purchase money mortgage shall name the Servicer as mortgagee,
and such purchase money mortgage shall not be held pursuant to this
Agreement, but instead a separate participation agreement among the
Servicer and Purchaser shall be entered into with respect to such purchase
money mortgage. If the Mortgage Loan is held by a REMIC, any sale shall be
for cash only unless a Nondisqualification Opinion shall have been
obtained.
The disposition of REO Property shall be carried out by the
Servicer at such price, and upon such terms and conditions, as the Servicer
deems to be in the best interests of the Purchaser. The proceeds of sale of
the REO Property shall be promptly deposited in the Custodial Account. As
soon as practical thereafter the expenses of such sale shall be paid and
the Servicer shall reimburse itself for any related unreimbursed Servicing
Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to
Section 5.03. On the Remittance Date immediately following the Principal
Prepayment Period in which such sale proceeds are received the net cash
proceeds of such sale remaining in the Custodial Account shall be
distributed to the Purchaser. In addition, if the Mortgage Loan is in a
REMIC, such management shall be conducted in accordance with the REMIC
Provisions and in a manner that does not give rise to a tax on income from
foreclosure property within the meaning of such provisions.
The Servicer shall withdraw the Custodial Account funds
necessary for the proper operation management and maintenance of the REO
Property, including the cost of maintaining any hazard insurance pursuant
to Section 4.10 and the fees of any managing agent of the Servicer, or the
Servicer itself. The Servicer shall make monthly distributions on each
Remittance Date to the Purchaser of the net cash flow from the REO Property
(which shall equal the revenues from such REO Property net of the expenses
described in the Section 4.16 and of any reserves reasonably required from
time to time to be maintained to satisfy anticipated liabilities for such
expenses).
Section 4.17 Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 5.02,
the Servicer shall furnish to the Purchaser on or before the Remittance
Date each month a statement with respect to any REO Property covering the
operation of such REO Property for the previous month and the Servicer's
efforts in connection with the sale of such REO Property and any rental of
such REO Property incidental to the sale thereof for the previous month.
That statement shall be accompanied by such other information as the
Purchaser shall reasonably request.
Section 4.18 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the
acquisition thereof by the Purchaser pursuant to a deed in lieu of
foreclosure, the Servicer shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property.
Section 4.19 Reports of Foreclosures and Abandonments of
Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged
Property, the Servicer shall report such foreclosure or abandonment as
required pursuant to Section 6050J of the Code. The Servicer shall file
information reports with respect to the receipt of mortgage interest
received in a trade or business and information returns relating to
cancellation of indebtedness income with respect to any Mortgaged Property
as required by the Code. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by the Code.
Section 4.20 Notification of Maturity Date.
With respect to each Mortgage Loan, the Servicer shall execute
and deliver to the Mortgagor any and all necessary notices required under
applicable law and the terms of the related Mortgage Note and Mortgage
regarding the maturity date if required under applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
-------------------------
Section 5.01 Distributions.
On each Remittance Date, the Servicer shall distribute by wire
transfer of immediately available funds to the Purchaser (i) all amounts
credited to the Custodial Account as of the close of business on the
preceding Determination Date, net of charges against or withdrawals from
the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly
Advances, if any, which the Servicer is obligated to distribute pursuant to
Section 5.03, minus (iii) any amounts attributable to Monthly Payments
collected but due on a Due Date or Dates subsequent to the preceding
Determination Date, which amounts shall be remitted on the Remittance Date
next succeeding the Due Period for such amounts, and any Principal
Prepayments received during the month of such Remittance Date together with
any additional interest required to be deposited (or not withdrawn from) in
the Custodial Account in connection with such Principal Prepayment in
accordance with Section 4.04(viii), which amounts shall be remitted on the
next succeeding Remittance Date.
With respect to any remittance received by the Purchaser after
the Business Day on which such payment was due, the Servicer shall pay to
the Purchaser interest on any such late payment at an annual rate equal to
the Prime Rate, adjusted as of the date of each change, plus three
percentage points, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be deposited in the
Custodial Account by the Servicer on the date such late payment is made and
shall cover the period commencing with the day following the Business Day
on which such payment was due and ending with the Business Day on which
such payment is made, both inclusive. Such interest shall be remitted along
with the distribution payable on the next succeeding Remittance Date. The
payment by the Servicer of any such interest shall not be deemed an
extension of time for payment or a waiver of any Event of Default by the
Servicer.
Section 5.02 Statements to the Purchaser.
The Servicer shall furnish to the Purchaser an individual loan
accounting report, as of the last Business Day of each month, in the
Servicer's assigned loan number order to document Mortgage Loan payment
activity on an individual Mortgage Loan basis. With respect to each month,
the corresponding individual loan accounting report shall be received by
the Purchaser no later than the sixth (6th) Business Day of the following
month in hard copy, which report shall contain the following:
(i) With respect to each Monthly Payment, the amount of
such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of
such prepayment, and any Prepayment Penalties or premiums,
along with a detailed report of interest on principal
prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of
such remittance allocable to interest;
(iii) the amount of servicing compensation received by
the Servicer during the prior distribution period;
(iv) the aggregate Scheduled Principal Balance of the
Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the
Servicer during the prior distribution period pursuant to
Section 4.05; and
(vi) the number and aggregate outstanding principal
balances of Mortgage Loans (a) delinquent (1) 30 to 59 days,
(2) 60 to 89 days, and (3) 90 days or more; (b) as to which
foreclosure has commenced; and (c) as to which REO Property has
been acquired.
The Servicer shall also provide (a) via electronic medium, a
monthly report for the preceding month in the form of Exhibit E-1 hereto,
and (b) via hard copy, a monthly deliquency report in the form of Exhibit
E-2 hereto, with each such report.
The Servicer shall prepare and file any and all information
statements or other filings required to be delivered to any governmental
taxing authority or to the Purchaser pursuant to any applicable law with
respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Servicer shall provide the Purchaser with such information
concerning the Mortgage Loans as is necessary for the Purchaser to prepare
its federal income tax return as the Purchaser may reasonably request from
time to time.
In addition, not more than sixty (60) days after the end of
each calendar year, the Servicer shall furnish to each Person who was a
Purchaser at any time during such calendar year an annual statement in
accordance with the requirements of applicable federal income tax law as to
the aggregate of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Servicer.
Not later than the close of business on the Business Day
preceding each Remittance Date, the Servicer shall deposit in the Custodial
Account an amount equal to all Monthly Payments, whether or not deferred
pursuant to Section 4.01, which were due on a Mortgage Loan on the
immediately preceding Due Date and delinquent at the close of business on
the related Determination Date.
Any amounts held for future distribution and so used shall be
replaced by the Servicer by deposit in the Custodial Account on or before
any future Remittance Date if funds in the Custodial Account on such
Remittance Date shall be less than payments to the Purchaser required to be
made on such Remittance Date. Notwithstanding the foregoing, the Servicer
shall not be permitted to make any advances from amounts held for future
distribution, and instead shall be required to make all advances from its
own funds, unless the Servicer, its parent, or their respective successors
hereunder shall have a long-term credit rating of at least "A" by Fitch,
Inc., or the equivalent rating of another Rating Agency.
The Servicer's obligation to make such Monthly Advances as to
any Mortgage Loan will continue through the last Monthly Payment due prior
to the payment in full of the Mortgage Loan, or through the last Remittance
Date prior to the Remittance Date for the distribution of all Liquidation
Proceeds and other payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the Mortgage Loan or REO Property;
provided, however, that such obligation shall cease if the Servicer
determines, in its sole reasonable opinion, that advances with respect to
such Mortgage Loan are non-recoverable by the Servicer from Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds, or otherwise with
respect to a particular Mortgage Loan. In the event that the Servicer
determines that any such advances are non-recoverable, the Servicer shall
provide the Purchaser with a certificate signed by two officers of the
Servicer evidencing such determination.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the
acquisition thereof by the Purchaser pursuant to a deed in lieu of
foreclosure, the Servicer shall submit to the Purchaser a liquidation
report with respect to such Mortgaged Property. The Servicer shall also
provide reports on the status of REO Property containing such information
as the Purchaser may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
----------------------------
Section 6.01 Assumption Agreements.
The Servicer shall, to the extent it has knowledge of any
conveyance or prospective conveyance by any Mortgagor of the Mortgaged
Property (whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains or is to remain liable under the
Mortgage Note and/or the Mortgage), exercise its rights to accelerate the
maturity of such Mortgage Loan under any "due-on-sale" clause to the extent
permitted by law; provided, however, that the Servicer shall not exercise
any such rights if prohibited by law or the terms of the Mortgage Note from
doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if
any.
If the Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Servicer will
enter into an assumption agreement with the person to whom the Mortgaged
Property has been conveyed or is proposed to be conveyed, pursuant to which
such person becomes liable under the Mortgage Note and, to the extent
permitted by applicable state law, the Mortgagor remains liable thereon. If
the Servicer is prohibited under applicable law from (a) entering into an
assumption agreement with the Person to whom the Mortgaged Property has
been conveyed or is proposed to be conveyed or (b) requiring the original
Mortgagor to remain liable under the Mortgage Note, the Servicer, with the
prior consent of the Purchaser and the primary mortgage insurer, if any, is
authorized to enter into a substitution of liability agreement with the
person to whom the Mortgaged Property has been conveyed or is proposed to
be conveyed pursuant to which the original Mortgagor is released from
liability and such Person is substituted as mortgagor and becomes liable
under the related Mortgage Note. Any such substitution of liability
agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of
liability, the Servicer shall follow the underwriting practices and
procedures of the ▇▇▇▇▇▇ ▇▇▇ Guides. In connection with any such
assumption, neither the Mortgage Interest Rate borne by the related
Mortgage Note, the term of the Mortgage Loan, the outstanding principal
amount of the Mortgage Loan nor any other materials terms shall be changed
without Purchaser's consent. If the credit of the proposed transferee does
not meet such underwriting criteria, the Servicer diligently shall, to the
extent permitted by the Mortgage or the Mortgage Note and by applicable
law, accelerate the maturity of the Mortgage Loan.
The Servicer shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of
liability or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof. All fees collected by the Servicer
for entering into an assumption or substitution of liability agreement
shall belong to the Servicer.
Notwithstanding the foregoing paragraphs of this Section or any
other provision of this Agreement, the Servicer shall not be deemed to be
in default, breach or any other violation of its obligations hereunder by
reason of any assumption of a Mortgage Loan by operation of law or any
assumption which the Servicer may be restricted by law from preventing, for
any reason whatsoever. For purposes of this Section 6.01, the term
"assumption" is deemed to also include a sale of the Mortgaged Property
subject to the Mortgage that is not accompanied by an assumption or
substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage
Files.
Upon the payment in full of any Mortgage Loan, or the receipt
by the Servicer of a notification that payment in full will be escrowed in
a manner customary for such purposes, the Servicer will notify the
Purchaser in the Monthly Remittance Advice that all amounts received or to
be received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 4.04 have been or
will be so deposited, and shall request delivery to it of the portion of
the Mortgage File held by the Purchaser. If such Mortgage Loan is a MERS
Mortgage Loan, the Servicer is authorized to cause the removal from the
registration on the MERS System of such Mortgage and to execute and
deliver, on behalf of the Purchaser, any and all instruments of
satisfaction or cancellation or of partial or full release.
If the Servicer satisfies or releases a Mortgage without having
obtained payment in full of the indebtedness secured by the Mortgage, or
should it otherwise prejudice any right the Purchaser may have under the
Mortgage Loan Documents, the Servicer, upon written demand, shall remit
within two (2) Business Days to the Purchaser the then Principal Balance of
the related Mortgage Loan, plus unpaid accrued interest thereon, net of any
outstanding Advances (of Scheduled Payments or Servicing Advances) by
deposit thereof in the Custodial Account.
From time to time and as appropriate for the servicing or
foreclosure of the Mortgage Loans, including for the purpose of collection
under any Primary Mortgage Insurance Policy, the Purchaser shall, upon
request of the Servicer and delivery to the Purchaser of a servicing
receipt signed by a Servicing Officer, release the portion of the Mortgage
File held by the Purchaser to the Servicer. Such servicing receipt shall
obligate the Servicer to return such Mortgage Loan Documents to the
Purchaser when the need therefor by the Servicer no longer exists, unless
the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Custodial Account or the
Mortgage File has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non-judicially, and the Servicer
has delivered to the Purchaser a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage
File was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage
Loan was liquidated, the servicing receipt shall be released by the
Purchaser to the Servicer. The Servicer shall indemnify the Purchaser, and
its designee, from and against any and all losses, claims, damages,
penalties, fines, forfeitures, costs and expenses (including court costs
and reasonable attorney's fees) resulting from or related to the loss,
damage or misplacement of any documentation delivered to the Servicer
pursuant to this paragraph.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Servicer shall
be entitled to withdraw from the Custodial Account or to retain from
interest payments on the Mortgage Loans the amount of its Servicing Fee,
subject to its obligation to pay Prepayment Interest Shortfalls, up to the
total amount of its Servicing Fee for any Due Period, to the Purchaser. The
Servicing Fee shall be payable monthly and shall be computed on the basis
of the same unpaid scheduled principal balance and for the period
respecting which any related interest payment on a Mortgage Loan is
computed. The obligation of the Purchaser to pay the Servicing Fee is
limited to, and payable solely from, the interest portion of such Monthly
Payments.
Additional servicing compensation in the form of assumption
fees, to the extent provided in Section 6.01, and late payment charges
shall be retained by the Servicer to the extent not required to be
deposited in the Custodial Account. The Servicer shall be required to pay
all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement thereof except as
specifically provided for herein.
Section 6.04 Annual Statement as to Compliance.
The Servicer will deliver to the Purchaser annually within 120
days after the end of the Servicer's fiscal year, beginning with 2001, an
Officers' Certificate stating, as to each signatory thereof, that (i) a
review of the activities of the Servicer during the preceding calendar year
and of performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on
such review, the Servicer has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to
such officers and the nature and status thereof. Copies of such statement
shall be provided by the Servicer to the Purchaser upon request.
Section 6.05 Annual Independent Certified Public Accountants'
Servicing Report.
Within one hundred twenty (120) days after the end of the
Servicer's fiscal year, beginning in its 2002 fiscal year, the Servicer at
its expense shall cause a firm of independent public accountants which is a
member of the American Institute of Certified Public Accountants to furnish
a statement to the Purchaser to the effect that such firm has examined
certain documents and records relating to the Servicer's servicing of
mortgage loans of the same type as the Mortgage Loans pursuant to servicing
agreements substantially similar to this Agreement, which agreements may
include this Agreement, and that, on the basis of such an examination,
conducted substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers, such firm is of the opinion that the
Servicer's servicing has been conducted in compliance with the agreements
examined pursuant to this Section 6.05, except for (i) such exceptions as
such firm shall believe to be immaterial, and (ii) such other exceptions as
shall be set forth in such statement. Copies of such statement shall be
provided by the Servicer to the Purchaser. In addition, on an annual basis,
the Servicer shall provide the Purchaser with copies of its audited
financial statements upon execution by the Purchaser of an agreement to
keep confidential the contents of such financial statements.
Section 6.06 Purchaser's Right to Examine Servicer Records.
The Purchaser or its designee shall have the right to examine
and audit upon reasonable notice to the Servicer, during business hours or
at such other times as might be reasonable under applicable circumstances,
any and all of the books, records, documentation or other information of
the Servicer, or held by another for the Servicer or on its behalf or
otherwise, which relates to the performance or observance by the Servicer
of the terms, covenants or conditions of this Agreement.
The Servicer shall provide to the Purchaser (who may, in turn,
provide to any supervisory agents or examiners representing a state or
federal governmental agency having jurisdiction over the Purchaser,
including but not limited to OTS, FDIC and other similar entities) access
to any documentation regarding the Mortgage Loans in the possession of the
Servicer which may be required by any applicable regulations. Such access
shall be afforded without charge, upon reasonable request, during normal
business hours and at the offices of the Servicer, and in accordance with
the federal government, FDIC, OTS, or any other similar regulations.
Section 6.07 Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the
arrangement under which the Mortgage Loans and REO Property are held, the
Servicer shall not take any action, cause the REMIC to take any action or
fail to take (or fail to cause to be taken) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the REMIC as a REMIC or (ii) result in the
imposition of a tax upon the REMIC (including but not limited to the tax on
"prohibited transactions" as defined Section 860G(a)(2) of the Code and the
tax on "contributions" to a REMIC set forth in Section 860(D) of the Code)
unless the Servicer has received an Opinion of Counsel (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of
any such tax.
Section 6.08 Servicer Shall Provide Information as Reasonably
Required.
The Servicer shall furnish to the Purchaser during the term of
this Agreement, at the Purchaser's expense, such periodic, special or other
reports, information or documentation, whether or not provided for herein,
as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the
performance of the Servicer under this Agreement, including any reports,
information or documentation reasonably required to comply with any
regulations regarding any supervisory agents or examiners of the Purchaser,
all such reports or information to be as provided by and in accordance with
such applicable instructions and directions as the Purchaser may reasonably
request in relation to this Agreement or the performance of the Servicer
under this Agreement. The Servicer agrees to execute and deliver all such
instruments and take all such action as the Purchaser, from time to time,
may reasonably request in order to effectuate the purpose and to carry out
the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser
may make available to a prospective purchaser audited financial statements
of the Seller and the Servicer for the most recently completed two (2)
fiscal years for which such statements are available, as well as a
consolidated statement of condition at the end of the last two (2) fiscal
years covered by any consolidated statement of operations, specifically,
such statements are known as Consolidated Balance Sheets, Consolidated
Statements of Income, Consolidated Statements of Changes in Stockholder's
Equity, Consolidated Statements of Cash Flows, Notes to Consolidated
Financial Statements, and the USAP and Management Assertion letters. If it
has not already done so, the Seller and the Servicer shall furnish promptly
to the Purchaser or a prospective purchaser copies of the statements
specified above; provided, however, that prior to furnishing such
statements or information to any prospective purchaser, the Seller and the
Servicer may require such prospective purchaser to execute a
confidentiality agreement in a form satisfactory to the Seller or Servicer,
as applicable.
The Servicer shall make reasonably available to the Purchaser
or any prospective purchaser a knowledgeable financial or accounting
officer for the purpose of answering questions and to permit any
prospective purchaser to inspect the Servicer's servicing facilities for
the purpose of satisfying such prospective purchaser that the Servicer has
the ability to service the Mortgage Loans as provided in this Agreement.
The Servicer shall maintain with respect to each Mortgage Loan
and shall make available for inspection by the Purchaser or its designee
the related Servicing File during the time the Purchaser retains ownership
of a Mortgage Loan and thereafter in accordance with applicable laws and
regulations.
ARTICLE VII
SERVICER TO COOPERATE
---------------------
Section 7.01 Provision of Information.
During the term of this Agreement, on a reasonable basis, the
Servicer shall furnish to the Purchaser such periodic, special, or other
reports or information, and copies or originals of any documents contained
in the Servicing File for each Mortgage Loan provided for herein. All other
special reports or information not provided for herein as shall be
necessary, reasonable, or appropriate with respect to the Purchaser or any
regulatory agency will be provided at the Purchaser's expense. All such
reports, documents or information shall be provided by and in accordance
with all reasonable instructions and directions which the Purchaser may
give.
The Servicer shall execute and deliver all such instruments and
take all such action as the Purchaser may reasonably request from time to
time, in order to effectuate the purposes and to carry out the terms of
this Agreement.
Section 7.02 Financial Statements; Servicing Facility.
In connection with marketing the Mortgage Loans, the Purchaser
may make available to a prospective Purchaser a Consolidated Statement of
Operations of the Servicer for the most recently completed two fiscal years
for which such a statement is available, as well as a Consolidated
Statement of Condition at the end of the last two fiscal years covered by
such Consolidated Statement of Operations. The Servicer also shall make
available any comparable interim statements to the extent any such
statements have been prepared by or on behalf of the Servicer (and are
available upon request to members or stockholders of the Servicer or to the
public at large).
The Servicer also shall make available to Purchaser or
prospective Purchaser a knowledgeable financial or accounting officer for
the purpose of answering questions respecting recent developments affecting
the Servicer or the financial statements of the Servicer, and to permit any
prospective Purchaser to inspect the Servicer's servicing facilities for
the purpose of satisfying such prospective Purchaser that the Servicer has
the ability to service the Mortgage Loans as provided in this Agreement.
ARTICLE VIII
THE SELLER AND THE SERVICER
---------------------------
Section 8.01 Indemnification; Third Party Claims.
The Servicer agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
fees and expenses that the Purchaser may sustain in any way related to the
failure of the Servicer to observe and perform its duties, obligations,
covenants, and agreements to service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Seller agrees to indemnify
the Purchaser and hold it harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that the Purchaser may
sustain in any way related to the failure of the Seller to observe and
perform its duties, obligations, and covenants in strict compliance with
the terms of this Agreement or as a result of the breach of a
representation or warranty set forth in Sections 3.02 or 3.03 of this
Agreement. An indemnifying party hereunder shall immediately notify the
Purchaser if a claim is made by a third party with respect to this
Agreement or a Mortgage Loan, assume (with the consent of the Purchaser,
which consent shall not be unreasonably withheld) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or the Purchaser in respect of such claim. An
indemnifying party hereunder shall follow any written instructions received
from the Purchaser in connection with such claim. The Purchaser shall
promptly reimburse an indemnifying party hereunder for all amounts advanced
by it pursuant to the two preceding sentences except when the claim results
from, relates to, or arises out of any liability, obligation, act or
omission of the Servicer, including but not limited to the Servicer's or
Seller's indemnification obligation pursuant to this Section 8.01, the
Servicer's the failure of the Servicer to service and administer the
Mortgage Loans in compliance with the terms of this Agreement, the failure
of the Seller or Servicer to perform its duties and obligations pursuant to
this Agreement, the breach of representation or warranty set forth in
Sections 3.02 or 3.03, or the negligence, bad faith or willful misconduct
of either the Seller or the Servicer. The provisions of this Section 8.01
shall survive termination of this Agreement and transfer of the servicing
rights.
Section 8.02 Merger or Consolidation of the Seller or the
Servicer.
Each of the Seller and the Servicer shall keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation except as permitted herein, and shall obtain and
preserve its qualification to do business as a foreign corporation 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
Mortgage Loans and to perform its duties under this Agreement.
Any Person into which either the Seller or the Servicer may be
merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which either the Seller or the Servicer
shall be a party, or any Person succeeding to the business of either the
Seller or the Servicer whether or not related to loan servicing, shall be
the successor of the Seller or of the Servicer, as applicable, hereunder,
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person
shall be an institution or (i) having a GAAP net worth of not less than
$25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF
and/or BIF, or which is a HUD-approved mortgagee whose primary business is
in origination and servicing of first lien mortgage loans, and (iii) who is
a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac approved seller/servicer in good standing.
Notwithstanding the foregoing, if the successor or surviving Person is an
institution with a GAAP net worth of less than $25,000,000, then the
Purchaser may, in its sole discretion, waive such minimum GAAP net worth
requirement.
Furthermore, if the Servicer or Seller transfers or otherwise
disposes of all or substantially all of its assets to an affiliate, such
affiliate shall satisfy the condition above, and shall also be fully liable
to the Purchaser for all of the Servicer's or Seller's obligations and
liabilities hereunder. Not withstanding the foregoing, any party to whom
the Seller or Servicer sells or otherwise disposes of all or substantially
all of its property or assets shall become a party to this Agreement.
Section 8.03 Limitation on Liability of the Seller and Others.
None of the Seller, the Servicer nor any of the officers,
employees or agents of the Seller or the Servicer shall be under any
liability to the Purchaser 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 made in good faith; provided, however, that this
provision shall not protect the Seller, the Servicer or any such person
against any breach of warranties or representations made herein, or failure
to perform its obligations in strict compliance with any standard of care
set forth in this Agreement, or any liability which would otherwise be
imposed by reason of negligence, bad faith or willful misconduct, or any
breach of the terms and conditions of this Agreement. The Seller, the
Servicer and any officer, employee or agent of the Seller and the Servicer
may rely in good faith on any document of any kind prima facie properly
executed and submitted by the Purchaser respecting any matters arising
hereunder. The Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties
to service the Mortgage Loans in accordance with this Agreement and which
in its reasonable opinion may involve it in any expenses or liability;
provided, however, that the Servicer may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the
parties hereto. In such event, the reasonable legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs
and liabilities for which the Purchaser will be liable, and the Servicer
shall be entitled to be reimbursed therefor from the Purchaser upon written
demand.
Section 8.04 Servicer Not to Resign.
The Servicer shall not resign from the obligations and duties
hereby imposed on it except by mutual consent of the Servicer and the
Purchaser or upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by the
Servicer. Any such determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Purchaser which Opinion of Counsel shall be in form and substance
acceptable to the Purchaser. No such resignation shall become effective
until a successor shall have assumed the Servicer's responsibilities and
obligations hereunder in the manner provided in Section 12.01.
Section 8.05 Transfer of Servicing.
With respect to the retention of the Servicer to service the
Mortgage Loans hereunder, the Servicer acknowledges that the Purchaser has
acted in reliance upon the Servicer's independent status, the adequacy of
its servicing facilities, plan, personnel, records and procedures, its
integrity, reputation and financial standing and the continuance thereof.
Without in any way limiting the generality of this Section 8.05, but
subject to the last paragraph of this Section 8.05 and Section 8.02, the
Servicer shall not either assign this Agreement or the servicing hereunder
or delegate its rights or duties hereunder or any portion thereof, or sell
or otherwise dispose of all or substantially all of its property or assets,
without 30 days' prior written notice of the Servicer to the Purchaser. The
Servicer may assign this Agreement or the servicing hereunder only (i) to
an institution qualified to service mortgage loans in accordance with the
requirements of Section 3.02(j), (ii) which institution shall have a net
worth of at least $25 million; (iii) which shall comply with the procedures
and requirements necessary to transfer servicing under Section 12.01 here
of and (iv) upon receipt of written confirmation by applicable rating
agencies that the assignment or transfer will not cause a rating of any
security backed by a Mortgage Loan to be downgraded, qualified or
withdrawn.
Without in any way limiting the generality of this Section 8.05
or Section 8.04, in the event that the Servicer either shall purport to
assign this Agreement or the servicing responsibilities hereunder or
delegate its duties hereunder or any portion thereof, except with respect
to previously existing outsource vendor relationships (such as existing
relationships with foreclosure, flood and tax service providers), or sell
or otherwise dispose of all or substantially all of its property or assets,
without, in each case, complying with the requirements of this Section
8.05, then the Servicer shall provide 30 days' prior written notice thereof
to the Purchaser and the Purchaser shall have the right to terminate this
Agreement as set forth in Section 10.02, however, without any payment of
any penalty or damages and without any liability whatsoever to the Servicer
(other than with respect to accrued but unpaid Monthly Advances, Servicing
Advances and Servicing Fees remaining unpaid) or any third party. The
Servicer currently maintains vendor relationships for services typically
utilized by large volume servicers in the mortgage loan servicing industry.
Notwithstanding the foregoing, Purchaser acknowledges and
consents to (a) the delegation by Servicer of its servicing duties
hereunder to its subservicer, Wendover Financial Services Corporation, and
(b) the transfer of the servicing rights in and to the Mortgage Loans (and
assignment of this Agreement with respect to the Servicer) to HomeSide
Lending, Inc.
ARTICLE IX
DEFAULT
-------
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Servicer to remit to the Purchaser
any payment required to be made under the terms of this
Agreement which continues unremedied for a period of three (3)
Business Days after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been
given to the Servicer by the Purchaser; or
(ii) failure on the part of the Servicer (x) duly to
observe or perform in any material respect any other of the
covenants or obligations on the part of the Servicer set forth
in this Agreement, or if any of the representations and
warranties of the Servicer in Section 3.02 proves to be untrue
in any material respect, which failure or breach continues
unremedied for a period of thirty (30) days (except that such
number of days shall be fifteen (15) in the case of a failure
to pay any premium for any insurance policy required to be
maintained under this Agreement) after the date on which
written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the
Purchaser, or (y) any material failure to strictly comply with
the terms and provisions of this Agreement which occurs twice
in any year or six times in aggregate; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction for the appointment
of a conservator or receiver or liquidator in any insolvency,
bankruptcy, 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
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of sixty (60) days; or
(iv) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the
Servicer or of or relating to all or substantially all of its
property; or
(v) the Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors,
cease its normal business operations for three Business Days,
or voluntarily suspend payment of its obligations; or
(vi) the Servicer ceases to be approved by ▇▇▇▇▇▇ ▇▇▇ or
▇▇▇▇▇▇▇ Mac as a mortgage loan seller and servicer for more
than thirty (30) days; or
(vii) the Servicer attempts to assign its right to
servicing compensation hereunder or the Servicer attempts, to
sell or otherwise dispose of all or substantially all of its
property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder
or any portion thereof in violation of Section 8.04 or 8.05; or
(viii) the Servicer ceases to be (a) licensed to service
first lien residential mortgage loans in each jurisdiction in
which a Mortgaged Property is located and such licensing is
required, and (b) qualified to transact business in any
jurisdiction where it is currently so qualified, but only to
the extent such non-qualification materially and adversely
affects the Servicer's ability to perform its obligations
hereunder;
(ix) the Servicer fails to meet the eligibility criteria
set forth in the second paragraph of Section 8.02; or
(x) the taking of any action by the Servicer, any
Servicer employee, any Affiliate or any director or employee
thereof that has been determined by any court, governmental
body or arbitrator having competent jurisdiction to constitute
fraud or criminal activity in the performance of its
obligations under this Agreement or the indictment of any of
the foregoing Persons for criminal activity related to the
mortgage origination or servicing activities of the Servicer,
in each case, where such indictment materially and adversely
affects the ability of the Servicer to perform its obligations
under this Agreement (subject to the condition that such
indictment is not dismissed within 90 days).
then, and in each and every such case, so long as an Event of Default shall
not have been remedied, the Purchaser, by notice in writing to the Servicer
may, in addition to whatever rights the Purchaser may have under Sections
3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations
of the Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof without compensating the Servicer for the same.
On or after the receipt by the Servicer of such written notice
of termination, all authority and power of the Servicer under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in the successor appointed pursuant to Section 12.01.
Upon written request from the Purchaser, the Servicer shall prepare,
execute and deliver, any and all documents and other instruments, place in
such successor's possession all Servicing Files, and 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 Mortgage Loans and related documents, or
otherwise, at the Servicer's sole expense. The Servicer agrees to cooperate
with the Purchaser and such successor in effecting the termination of the
Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to such successor for administration by it of all
cash amounts which shall at the time be credited by the Servicer to the
Custodial Account or Escrow Account or thereafter received with respect to
the Mortgage Loans or any REO Property.
If any of the Mortgage Loans are MERS Mortgage Loans, in
connection with the termination or resignation (as described in Section
8.04) of the Servicer hereunder, either (i) the successor Servicer shall
represent and warrant that it is a member of MERS in good standing and
shall agree to comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the Mortgage Loans
that are registered with MERS, or (ii) the predecessor Servicer shall
cooperate with the successor Servicer either (x) in causing MERS to execute
and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Purchaser and to execute and deliver such other
notices, documents and other instruments as may be necessary to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the
MERS(R) System to the successor Servicer or (y) in causing MERS to
designate on the MERS(R) System the successor Servicer as the servicer of
such Mortgage Loan.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by
the Servicer in the performance of its obligations hereunder and its
consequences. Upon any such waiver of a past default, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
-----------
Section 10.01 Termination.
The respective obligations and responsibilities of the Servicer
shall terminate upon: (i) the later of the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
or the disposition of all REO Property and the remittance of all funds due
hereunder; (ii) by mutual consent of the Servicer and the Purchaser in
writing; or (iii) termination of the Servicer by the Purchaser with or
without cause under the terms of this Agreement.
Section 10.02 Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the
Servicer may have hereunder, without cause, upon thirty (30) days written
notice. Any such notice of termination shall be in writing and delivered to
the Servicer as provided in Section 12.04 of this Agreement. In the event
of such termination, the Purchaser agrees to pay the Servicer a termination
fee of one percent (1%) of the Scheduled Principal Balance of the Mortgage
Loans as of the effective date of the transfer, plus the Servicer's costs
and expenses in connection with accommodating such early termination.
ARTICLE XI
RECONSTITUTION OF MORTGAGE LOANS
--------------------------------
Section 11.01 Reconstitution of Mortgage Loans.
(a) The Seller and the Servicer acknowledge and the Purchaser
agrees that with respect to some or all of the Mortgage Loans, the
Purchaser may effect either:
(i) one or more sales of the Mortgage Loans as whole loan
transfers (each, a "Whole Loan Transfer"); and/or
(ii) one or more sales of the Mortgage Loans as public or
private pass-through transfers (each, a "Pass-Through
Transfer"),
in either case, retaining the Servicer as the Servicer thereof
or subservicer if a master servicer is employed, or as applicable the
"seller/servicer"; provided, however, that the Purchaser shall use its
reasonable best efforts to give the Servicer 15 Business Days prior written
notice of each such transfer and, in the event Purchaser shall for any
reason be unable to provide such 15 Business Days notice, shall reasonably
cooperate with Servicer in its efforts to minimize any material negative
effects of such failure. From and after the Reconstitution Date, the
Mortgage Loans transferred shall remain covered by this Agreement, insofar
as the Servicer shall continue to service such Mortgage Loans on behalf of
the Purchaser in accordance with the terms and provisions of this
Agreement.
(b) With respect to each Whole Loan Transfer or Pass-Through
Transfer, as the case may, the Seller and the Servicer agree:
(i) to cooperate with the Purchaser and any prospective
purchaser with respect to all reasonable requests and due
diligence procedures including participating in meetings with
rating agencies, bond insurers and such other parties as the
Purchaser shall designate and participating in meetings with
prospective purchasers of the Mortgage Loans or interests
therein and providing information as reasonably requested by
such purchasers;
(ii) to execute all agreements reasonably required to be
executed by the Servicer in connection with such Whole Loan
Transfer or Pass-Through Transfer provided that any such
agreements be consistent with the terms hereof and impose no
greater duties, liabilities or obligations upon the Servicer
than those set forth herein and provided that the Servicer is
given an opportunity to review and reasonably negotiate in good
faith the content of such documents not specifically referenced
or provided for herein;
(iii) to make all the representations and warranties set
forth in Section 3.02 and solely with respect to the Seller,
Section 3.03, as of the date of the Whole Loan Transfer or
Pass-Through Transfer, as specified in a letter from the
Purchaser to the Seller and the Servicer (substantially in the
form of Exhibit H hereto) indicating the date of the Whole Loan
Transfer or Pass-Through Transfer and the applicable Mortgage
Loans. No other document need be prepared indicating that the
Seller and the Servicer are making such representations and
warranties as to the applicable Mortgage Loans as of such date;
(iv) to negotiate and execute one or more master
servicing agreements between the Servicer and any third party
servicer which is servicing loans on behalf of the Purchaser
providing for the Servicer to master service such Mortgage
Loans on behalf of the Purchaser;
(v) to negotiate and execute one or more subservicing
agreements between the Servicer and any master servicer which
is generally considered to be a prudent master servicer in the
secondary mortgage market designated by the Purchaser in its
sole discretion after consultation with the Servicer and/or one
or more custodial and servicing agreements among the Purchaser
or an affiliate of the Purchaser, the Servicer and a third
party custodian/trustee which is generally considered to be a
prudent custodian/trustee in the secondary mortgage market
designated by the Purchaser in its sole discretion after
consultation with the Servicer, in either case for the purpose
of pooling the Mortgage Loans with other mortgage loans for
resale or securitization;
(vi) with respect to the Servicer, in connection with any
securitization of any Mortgage Loans, to execute a pooling and
servicing agreement, which pooling and servicing agreement may,
at the Purchaser's direction, contain contractual provisions
including, but not limited to, a 24-day certificate payment
delay (54-day total payment delay), servicer advances of
delinquent scheduled payments of principal and interest through
liquidation (unless deemed non-recoverable) and payment of
compensating interest with respect to prepayment interest
shortfalls (to the extent of the monthly servicing fee payable
thereto), servicing and mortgage loan covenants by the Seller
and Servicer additional to those contained in this agreement
which in form and substance conform to secondary market
standards for securities backed by mortgage loans similar to
the Mortgage Loans and such provisions with regard to servicing
responsibilities, investor reporting, segregation and deposit
of principal and interest payments, custody of the Mortgage
Loans, and other covenants, representations, and warranties as
are reasonably required by the trustee, any credit enhancement
provider or one or more nationally recognized rating agencies
for "AAA" rated mortgage pass-through transactions which are
"mortgage related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984, unless otherwise
mutually agreed;
(vii) to provide any and all information and appropriate
verification of information which may be reasonably available
to the Servicer, whether through letters of its auditors and
counsel or otherwise, as the Purchaser shall request;
(viii) to provide certificates of public officials or
officers of the Servicer as are reasonably believed necessary
by the trustee, any Rating Agency or the Purchaser, as the case
may be, in connection with such Whole Loan Transfers or
Pass-Through Transfers. The Purchaser shall pay all third party
costs (including all necessary fees and expenses of external
counsel) associated with the preparation of such information.
The Servicer shall execute any seller/servicer agreements
required within a reasonable period of time after receipt of
such seller/servicer agreements which time shall be sufficient
for the Servicer and Servicer's counsel to review such
seller/servicer agreements. Under this Agreement, the Servicer
shall retain a servicing fee at a rate per annum equal to no
less than 0.25% per Mortgage Loan;
(ix) to deliver to the Purchaser and to any Person
designated by the Purchaser for inclusion in any prospectus or
other offering material such publicly available information
regarding the Seller and the Servicer, its financial condition
and its mortgage loan delinquency, foreclosure and loss
experience and any additional information reasonably requested
by the Purchaser, and which the Seller and the Servicer are
capable of providing without unreasonable effort or expense,
and to deliver to the Purchaser any similar non public,
unaudited financial information (which the Purchaser may, at
its option and at its cost, have audited by certified public
accountants), and to indemnify the Purchaser and its affiliates
for material misstatements or omissions contained in such
information, and such statements and audit letters of
reputable, certified public accountants pertaining to
information provided by the Seller and the Servicer pursuant to
the above as shall be reasonably requested by the Purchaser;
(x) the Purchaser shall reimburse the Seller and Servicer
for any and all expenses, costs and fees incurred by the Seller
and Servicer in response to requests for information or
assistance under this Section.
ARTICLE XII
MISCELLANEOUS PROVISIONS
------------------------
Section 12.01 Successor to the Servicer.
Prior to termination of Servicer's responsibilities and duties
under this Agreement pursuant to Sections 8.05, 9.01, 10.01 or 10.02, the
Purchaser shall (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this Agreement, or
(ii) appoint a successor having the characteristics set forth in Section
8.02 hereof and which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Servicer under this
Agreement prior to the termination of the Servicer's responsibilities,
duties and liabilities under this Agreement. In connection with such
appointment and assumption, the Purchaser may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as the
Purchaser and such successor shall agree. In the event that the Servicer's
duties, responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned Sections, the 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 resignation or removal of the Servicer pursuant to the
aforementioned Sections shall not become effective until a successor shall
be appointed pursuant to this Section and shall in no event relieve the
Servicer or the Seller of the representations and warranties made pursuant
to Sections 3.02 and 3.03 and the remedies available to the Purchaser under
Sections 2.07, 3.04, and 3.05, any indemnification obligations of the
Servicer pursuant to Section 8.01 it being understood that the provisions
of such Sections shall be applicable to the Servicer and/or the Seller
notwithstanding any such sale, assignment, resignation or termination of
the Servicer or the termination of this Agreement; provided, however, that
the Servicer, as Servicer, shall not be liable hereunder for any acts of
omissions occurring subsequent to its resignation or removal as servicer
hereunder or the termination of this Agreement.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Servicer and to the Purchaser an instrument
accepting such appointment, wherein the successor shall make the
representations and warranties made by the Servicer hereunder, except for
the portion of subsection 3.02(h) relating to the sale of the mortgage
loans and all of subsections (j) and (l) thereof, whereupon such successor
shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like
effect as if originally named as a party to this Agreement. Any termination
or resignation of the Servicer or this Agreement pursuant to Section 8.05,
9.01, 10.01 or 10.02 shall not affect any claims that the Purchaser may
have against the Servicer arising prior to any such termination or
resignation.
The Servicer shall promptly deliver to the successor the funds
in the Custodial Account and the Escrow Account and the Mortgage Files and
related documents and statements held by it hereunder and the Servicer
shall account for all funds. The Servicer shall execute and deliver such
instruments and do such other things all as may reasonably be required to
more fully and definitely vest and confirm in the successor all such
rights, powers, duties, responsibilities, obligations and liabilities of
the Servicer. The successor shall make arrangements as it may deem
appropriate to reimburse the Servicer for unrecovered Servicing Advances
and advances of Monthly Payments which the successor retains hereunder and
which would otherwise have been recovered by the Servicer pursuant to this
Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the
Servicer shall notify by mail the Purchaser of such appointment in
accordance with the procedures set forth in Section 12.04.
Section 12.02 Amendment.
This Agreement may be amended from time to time by the Seller,
the Servicer and the Purchaser by written agreement signed by the Seller,
the Servicer and the Purchaser.
Section 12.03 Governing Law.
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its conflict of
law provisions, except to the extent preempted by Federal law. The
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 12.04 Notices.
Any demands, notices or other communications permitted or
required hereunder shall be in writing and shall be deemed conclusively to
have been given if personally delivered at or mailed by registered mail,
postage prepaid, and return receipt requested or certified mail, return
receipt requested, or transmitted by telex, telegraph, telecopier and
confirmed by a similar mailed writing, as follows:
(i) if to the Seller:
Bank One, N.A.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President - Secondary Markets
(ii) if to the Servicer:
Bank One, N.A.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, First Vice President
(iii) if to the Purchaser:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as may hereafter be furnished to the other party by
like notice. Any such demand, notice or communication hereunder shall be
deemed to have been received on the date delivered to or received at the
premises of the addressee (as evidenced, in the case of registered or
certified mail, by the date noted on the return receipt).
Section 12.05 Severability of Provisions.
Any part, provision, covenant, representation or warranty of
this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any
part, provision, representation or warranty of this Agreement which is
prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall be ineffective, as to such jurisdiction, to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereto waive any provision of law
which prohibits or renders void or unenforceable any provision hereof. If
the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate, in good faith, to
develop a structure the economic effect of which is nearly as possible the
same as the economic effect of this Agreement without regard to such
invalidity.
Section 12.06 Duration of Agreement.
This Agreement shall continue in existence and effect until
terminated as herein provided. This Agreement shall continue
notwithstanding transfers of the Mortgage Loans by the Purchaser.
Section 12.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made
a part hereof and are an integral part of this Agreement.
Section 12.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with GAAP;
(iii) references herein to "Articles," "Sections,"
Subsections," "Paragraphs," and other subdivisions without
reference to a document are to designated Articles, Sections,
Subsections, Paragraphs and other subdivisions of this
Agreement;
(iv) a reference to a Subsection without further
reference to a Section is a reference to such Subsection as
contained in the same Section in which the reference appears,
and this rule shall also apply to Paragraphs and other
subdivisions;
(v) the words "herein," "hereof," "hereunder," and other
words of similar import refer to this Agreement as a whole and
not to any particular provision;
(vi) the term "include" or "including" shall mean without
limitation by reason of enumeration; and
(vii) headings of the Articles and Sections in this
Agreement are for reference purposes only and shall not be
deemed to have any substantive effect.
Section 12.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including,
without limitation, (i) consents, waivers and modifications which may
hereafter be executed, (ii) documents received by any party at the closing,
and (iii) financial statements, certificates and other information
previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar
process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.
Section 12.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement,
it may become privy to non-public information regarding the financial
condition, operations and prospects of the other party. Except as required
by law or permitted by this Agreement (including in connection with a
securitization), each party agrees to keep all non-public information
regarding the other party strictly confidential, and to use all such
information solely in order to effectuate the purpose of the Agreement,
provided that each party may provide confidential information to its
employees, agents and affiliates who have a need to know such information
in order to effectuate the transaction, provided further that such
information is identified as confidential non-public information. In
addition, confidential information may be provided to a regulatory
authority with supervisory power over the Purchaser, provided such
information is identified as confidential non-public information.
Section 12.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, as to any Mortgage
Loan which is not a MERS Mortgage Loan, each of the Assignments of Mortgage
is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected at the Seller's expense in the event recordation is either
necessary under applicable law or requested by the Purchaser at its sole
option.
Section 12.12 Assignment by Purchaser, Seller and Servicer.
The Purchaser shall have the right, without the consent of the
Seller or the Servicer hereof, to assign, in whole or in part, its interest
under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by
executing an Assignment, Assumption and Recognition Agreement substantially
in the form of Exhibit D hereto and the assignee or designee shall accede
to the rights and obligations hereunder of the Purchaser with respect to
such Mortgage Loans; provided, however, in no event shall the Purchaser
assign its interest hereunder to more than six (6) different Persons. In no
event shall the Purchaser sell a partial interest in any Mortgage Loan
without the written consent of the Seller, which consent shall not be
unreasonably denied. All references to the Purchaser in this Agreement
shall be deemed to include its assignee or designee. Seller or Servicer may
assign this Agreement to one of its affiliates (provided, in the case of
the Servicer, such assignee satisfies the requirements of a successor
Servicer set forth in Section 8.02) without the consent of the Purchaser.
Section 12.13 No Partnership.
Nothing herein contained shall be deemed or construed to create
a co-partnership or joint venture between the parties hereto and the
services of the Servicer shall be rendered as an independent contractor and
not as agent for Purchaser.
Section 12.14 Execution; Successors and Assigns.
This Agreement may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same agreement. Subject to Section
8.02, this Agreement shall inure to the benefit of and be binding upon the
Seller, the Servicer and the Purchaser and their respective successors and
assigns, including any trustee appointed in connection with a Pass-Through
Transfer.
Section 12.15 Entire Agreement.
Each of the parties to this Agreement acknowledges that no
representations, agreements or promises were made to any of the other
parties to this Agreement or any of its employees other than those
representations, agreements or promises specifically contained herein. This
Agreement and the related Purchase Price and Terms Letter set forth the
entire understanding between the parties hereto and shall be binding upon
all successors of all of the parties. In the event of any inconsistency
between a Purchase Price and Terms Letter and this Agreement, this
Agreement shall control.
Section 12.16 No Solicitation.
From and after the Closing Date, the Seller agrees that it will
not take any action or permit or cause any action to be taken by any of its
agents or affiliates, or by any independent contractors on the Seller's
behalf, to personally, by telephone, by mail, or electronically by e-mail
or through the internet or otherwise, solicit the borrower or obligor under
any Mortgage Loan to refinance the Mortgage Loan, in whole or in part,
without the prior written consent of the Purchaser. It is understood and
agreed that all rights and benefits relating to the solicitation of any
Mortgagors to refinance any Mortgage Loans and the attendant rights, title
and interest in and to the list of such Mortgagors and data relating to
their Mortgages (including insurance renewal dates) shall be transferred to
the Purchaser pursuant hereto on the Closing Date and the Seller shall take
no action to undermine these rights and benefits. Notwithstanding the
foregoing, it is understood and agreed that promotions undertaken by the
Seller or any affiliate of the Seller which are directed to the general
public at large, or segments thereof, provided that no segment shall
consist primarily of the borrowers or obligors under the Mortgage Loans,
including, without limitation, mass mailing based on commercially acquired
mailing lists, newspaper, radio and television advertisements shall not
constitute solicitation under this Section 12.16. This Section 12.16 shall
not be deemed to preclude the Seller or any of its affiliates from
soliciting any Mortgagor for any other financial products or services. The
Seller shall use its best efforts to prevent the sale of the name of any
Mortgagor to any Person who is not an affiliate of the Seller.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY
Purchaser
By: /s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
BANK ONE, N.A.
Seller
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: AVP
BANK ONE, N.A.
Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: AVP
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 1st day of December, 2001 before me, a Notary Public
in and for said State, personally appeared ▇▇▇▇▇ ▇▇▇▇, known to me
to be the Vice President of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Real Estate Funding
Corp., the general partner of ▇▇▇▇▇▇▇ Sachs Mortgage Company, the
partnership that executed the within instrument and also known to me to be
the person who executed it on behalf of said partnership, and acknowledged
to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.
/s/ Onxy S. Wellington
---------------------------
Notary Public
My Commission expires
April 10, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ )
) ss:
COUNTY OF ▇▇▇▇▇▇ )
On the 19th day of December, 2001 before me, a Notary Public in
and for said State, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, known to me to
be the Assistant Vice President of Bank One, N.A., the corporation that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Notary Public
My Commission expires
1-24-08
Exhibit A-1
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Contents of Mortgage File
With respect to each Mortgage Loan, the Mortgage File shall
include each of the following items, which shall be available for
inspection by the Purchaser, and which shall be retained by the Seller in
the Servicing File or delivered to the Purchaser or its designee pursuant
to Sections 2.04 and 2.05 of the Seller's Purchase, Warranties and
Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of
___________________ without recourse," and signed in the name of the Seller
by an authorized officer, with all intervening endorsements showing a
complete chain of title from the originator to the Seller. If the Mortgage
Loan was acquired by the Seller in a merger, the endorsement must be by
"[Seller], successor by merger to the [name of predecessor]". If the
Mortgage Loan was acquired or originated by the Seller while doing business
under another name, the endorsement must be by "[Seller] formerly known as
[previous name]". If the original note is unavailable, seller will provide
an affidavit of lost note (in form acceptable to the Purchaser) stating
that the original Mortgage Note was lost or destroyed, together with a copy
of such Mortgage Note and indemnifying the Purchaser against any and all
claims arising as a result of any person or entity claiming they are the
holder of the note or that the note has been paid off and returned.
2. A true certified copy, certified by the [title insurer], of
the applicable First Lien.
3. Except as provided below, and for each Mortgage Loan that is
not a MERS Mortgage Loan, the original Mortgage with evidence of recording
thereon, or a copy thereof certified by the public recording office in
which such mortgage has been recorded or, if the original Mortgage has not
been returned from the applicable public recording office, a true certified
copy, certified by the [title insurer], of the original Mortgage together
with a certificate of the Seller certifying that the original Mortgage has
been delivered for recording in the appropriate public recording office of
the jurisdiction in which the Mortgaged Property is located or a copy of
the Mortgage certified by the public recording office in which such
Mortgage has been recorded and in the case of each MERS Mortgage Loan, the
original Mortgage, noting the presence of the MIN of the Mortgage Loans and
either language indicating that the Mortgage Loan is a MOM Loan or if the
Mortgage Loan was not a MOM Loan at origination, the original Mortgage and
the assignment thereof to MERS, with evidence of recording indicated
thereon, or a copy of the Mortgage certified by the public recording office
in which such Mortgage has been recorded.
4. The original or certified to be a true copy or if in
electronic form identified on the Mortgage Loan Schedule, the certificate
number, certified by the Seller, of the related Primary Mortgage Insurance
Policy or LPMI Policy, if required.
5. In the case of each Mortgage, the original Assignment, from
the Seller in accordance with Purchaser's instructions, which assignment
shall, but for any blanks requested by the Purchaser, be in form and
substance acceptable for recording, or a copy certified by the Seller as a
true and correct copy of the original Assignment which has been sent for
recordation. If the Mortgage Loan was acquired or originated by the Seller
while doing business under another name, the Assignment must be by
"[Seller] formerly known as [previous name]".
6. With respect to Mortgage Loans that are not Co-op Loans, the
original policy of title insurance, including riders and endorsements
thereto, or if the policy has not yet been issued, a written commitment or
interim binder or preliminary report of title issued by the title insurance
or escrow company.
7. Originals of all recorded intervening Assignments, or copies
thereof, certified by the public recording office in which such Assignments
have been recorded showing a complete chain of title from the originator to
the Seller, with evidence of recording thereon, or a copy thereof certified
by the public recording office in which such Assignment has been recorded
or, if the original Assignment has not been returned from the applicable
public recording office, a true certified copy, certified by the [title
insurer] of the original Assignment together with a certificate of the
[title insurer] certifying that the original Assignment has been delivered
for recording in the appropriate public recording office of the
jurisdiction in which the Mortgaged Property is located.
8. Originals, or copies thereof certified by the public
recording office in which such documents have been recorded, of each
assumption, extension, modification, written assurance or substitution
agreements, if applicable, or if the original of such document has not been
returned from the applicable public recording office, a true certified
copy, certified by the [title insurer], of such original document together
with certificate of Seller certifying the original of such document has
been delivered for recording in the appropriate recording office of the
jurisdiction in which the Mortgaged Property is located.
9. If the Mortgage Note or Mortgage or any other material
document or instrument relating to the Mortgage Loan has been signed by a
person on behalf of the Mortgagor, the original power of attorney or other
instrument that authorized and empowered such person to sign bearing
evidence that such instrument has been recorded, if so required in the
appropriate jurisdiction where the Mortgaged Property is located (or, in
lieu thereof, a duplicate or conformed copy of such instrument, together
with a certificate of receipt from the recording office, certifying that
such copy represents a true and complete copy of the original and that such
original has been or is currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located), or if the original power of attorney or
other such instrument has been delivered for recording in the appropriate
public recording office of the jurisdiction in which the Mortgaged Property
is located.
10. With respect to a Co-op Loan: (i) a copy of the Co-op Lease
and the assignment of such Co-op Lease to the originator of the Mortgage
Loan, with all intervening assignments showing a complete chain of title
and an assignment thereof by Seller; (ii) the stock certificate together
with an undated stock power relating to such stock certificate executed in
blank; (iii) the recognition agreement in substantially the same form as
standard a "AZTECH" form; (iv) copies of the financial statement filed by
the originator as secured party and, if applicable, a filed UCC-3
Assignment of the subject security interest showing a complete chain of
title, together with an executed UCC-3 Assignment of such security interest
by the Seller in a form sufficient for filing.
11. The original of any guarantee executed in connection with
the Mortgage Note.
12. The original or a certified copy of the lender's title
insurance policy.
Notwithstanding anything to the contrary herein, the Seller may
provide one certificate for all of the Mortgage Loans indicating that the
documents were delivered for recording.
Exhibit A-2
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Contents of Servicing File
With respect to each Mortgage Loan, the Servicing File shall
include each of the following items, which shall be available for
inspection by the Purchaser:
1. Mortgage Loan closing statement (Form HUD-1) and any other
truth-in-lending or real estate settlement procedure forms required by law.
2. Residential loan application.
3. Uniform underwriter and transmittal summary (▇▇▇▇▇▇ ▇▇▇ Form
1008) or reasonable equivalent.
4. Credit report on the mortgagor.
5. Business credit report, if applicable.
6. Residential appraisal report and attachments thereto.
7. Verification of employment and income except for Mortgage
Loans originated under a Limited Documentation Program, all in accordance
with Seller's Underwriting Standards.
8. Verification of acceptable evidence of source and amount of
down payment, in accordance with Seller's underwriting guidelines.
9. Photograph of the Mortgaged Property (may be part of appraisal).
10. Survey of the Mortgaged Property, if any.
11. Sales contract, if applicable.
12. If available, termite report, structural engineer's report,
water portability and septic certification.
13. Any original security agreement, chattel mortgage or
equivalent executed in connection with the Mortgage.
14. Any ground lease, including all amendments, modifications
and supplements thereto.
15. Any other document required to service the Mortgage Loans.
Exhibit B
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Form of Custodial Account Letter Agreement
__________________, 2001
To:
As "Servicer" under the Seller's Purchase, Warranties and
Servicing Agreement, dated as of December 1, 2001 (the "Agreement"), we
hereby authorize and request you to establish an account, as a Custodial
Account pursuant to Section 4.04 of the Agreement, to be designated as
"Bank One, N.A., in trust for the Purchaser under the Seller's Purchase,
Warranties and Servicing Agreement dated as of December 1, 2001 and/or
subsequent purchasers of Mortgage Loans, and various Mortgagors - P & I.".
All deposits in the account shall be subject to withdrawal therefrom by
order signed by the Servicer. This letter is submitted to you in duplicate.
Please execute and return one original to us.
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SERVICER
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository," hereby certifies that the
above described account has been established under Account Number
______________, at the office of the depository indicated above, and agrees
to honor withdrawals on such account as provided above.
----------------------------------
By:______________________________
Name:____________________________
Title:___________________________
Exhibit C
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Form of Escrow Account Letter Agreement
_____________________, 2001
To:
As "Servicer" under the Seller's Purchase, Warranties and
Servicing Agreement, dated as of December 1, 2001, [ ] Series 2001
[ ]-________ (the "Agreement"), we hereby authorize and request you to
establish an account, as an Escrow Account pursuant to Section 4.06 of the
Agreement, to be designated as "Bank One, N.A., in trust for the Purchaser
under the Seller's Purchase,Warranties and Servicing Agreement dated as of
December 1, 2001 and/or subsequent purchasers of Mortgage Loans, and
various Mortgagors - T & I.". All deposits in the account shall be subject
to withdrawal therefrom by order signed by the Servicer. This letter is
submitted to you in duplicate. Please execute and return one original to us.
-------------------------------
SERVICER
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository," hereby certifies that the
above described account has been established under Account Number
______________, at the office of the depository indicated above, and agrees
to honor withdrawals on such account as provided above.
By:______________________________
Name:____________________________
Title:___________________________
Exhibit D
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Form of Assignment, Assumption and Recognition Agreement
This Assignment, Assumption and Recognition Agreement (this
"Assignment Agreement"), dated as of _________, between
__________________________, a ________ corporation (the "Assignor"),
______________________, a ________ corporation (the "Assignee"),
______________ (the "Servicer") and ______________ (the "Seller"):
For good and valuable consideration the receipt and sufficiency
of which hereby are acknowledged, and of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to
Assignee all of the right, title and interest of Assignor, as Purchaser,
in, to and under (a) those certain mortgage loans listed on Exhibit A
attached hereto (the "Mortgage Loans"); and (b) the Seller's Purchase,
Warranties and Servicing Agreement dated as of ______, but only to the
extent of the Mortgage Loans (the "Purchase Agreement"). For purposes of
this Assignment Agreement, the term "Purchase Agreement" includes any
separate ▇▇▇▇ of sale, assignment and conveyance or other instrument
pursuant to which Seller and Assignor effectuated the purchase and sale of
any Mortgage Loan following the execution and delivery of the Seller's
Purchase, Warranties and Servicing Agreement dated as of ______.
Notwithstanding the foregoing, it is understood that the Assignor is not
released from liability for any breaches of the representations and
warranties made by the Assignor in the Purchase Agreement and the Assignee
is not undertaking any such liability hereunder.
The Assignor represents and warrants to the Assignee that the
Assignor has not taken any action which would serve to impair or encumber
the Assignor's ownership interest in the Mortgage Loans since the date of
the Purchase Agreement.
The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under
any all obligations of the Assignor with respect to any mortgage loans
subject to the Purchase Agreement which are not the Mortgage Loans set
forth on Exhibit A attached hereto and are not the subject of this
Assignment Agreement.
2. From and after the date hereof, the Servicer shall note the
transfer of the Mortgage Loans to the Assignee in its books and records,
shall recognize the Assignee as the owner of the Mortgage Loans and shall
service the Mortgage Loans for the benefit of the Assignee pursuant to the
Purchase Agreement, the terms of which are incorporated herein by
reference. It is the intention of the Assignor, Servicer and Assignee that
the Purchase Agreement shall be binding upon and inure to the benefit of
the Servicer and the Assignee and their successors and assigns.
Each of the Seller and the Assignor represent and warrant to
the Assignee that (a) the copy of the Purchase Agreement, attached hereto
as Exhibit B, provided to the Assignee, is a true, complete and accurate
copy of the Purchase Agreement, (b) the Purchase Agreement is in full force
and effect as of the date hereof, (c) the provisions thereof have not been
waived, amended or modified in any respect, nor have any notices of
termination been given thereunder, (d) the Purchase Agreement contains all
of the terms and conditions governing the sale of the Mortgage Loans by
Seller to Assignor and the purchase of the Mortgage Loans by Assignor from
Seller; provided, however, that the date of purchase and sale and the
amount of payment for the Mortgage Loans may be set out in a Purchase Price
and Terms Letter, as defined in the Purchase Agreement, and (e) Seller
sold, conveyed and transferred each Mortgage Loan to Assignor pursuant to
the Purchase Agreement.
3. The Assignor warrants and represents to, and covenants with,
the Assignee and the Seller that:
(a) As of the date hereof, the Assignor is not in default under
the Purchase Agreement;
(b) The Assignor is the lawful owner of the Mortgage Loans with
the full right to transfer the Mortgage Loans and any and all of its
interests, rights and obligations under the Purchase Agreement, free from
any and all claims and encumbrances arising out of the Assignor's ownership
thereof, and the Mortgage Loans, as well as the Purchase Agreement, upon
the transfer thereof to the Assignee as contemplated herein, shall be free
and clear of all such liens, claims and encumbrances or any lien claim or
encumbrance arising out of the ownership of the Mortgage Loans by any
person at any time after Assignor first acquired any Mortgage Loan from the
Seller;
(c) The Assignor has not received notice of, and has no
knowledge of, any offsets, counterclaims or other defenses available to the
Seller with respect to the Purchase Agreement or the Mortgage Loans;
(d) The Assignor has not waived or agreed to any waiver under,
or agreed to any amendment or other modification of, the Purchase Agreement
or the Mortgage Loans. The Assignor has no knowledge of, and has not
received notice of, any waivers under or amendments or other modifications
of, or assignments of rights or obligations under or defaults under, the
Purchase Agreement, or the Mortgage Loans;
(e) The Assignor is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite corporate power and authority to sell,
transfer and assign the Mortgage Loans;
(f) The Assignor has full corporate power and authority to
execute, deliver and perform under this Assignment Agreement, and to
consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Assignment Agreement is in the ordinary
course of the Assignor's business and will not conflict with, or result in
a breach of, any of the terms, conditions or provisions of the Assignor's
charter or by-laws, or any legal restriction, or any material agreement or
instrument to which the Assignor is now a party or by which it is bound, or
result in the violation of any law, rule, regulation, order, judgment or
decree to which the Assignor or its property is subject. The execution,
delivery and performance by the Assignor of this Assignment Agreement, and
the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action of the Assignor. This
Assignment Agreement has been duly executed and delivered by the Assignor
and constitutes the valid and legally binding obligation of the Assignor
enforceable against the Assignor in accordance with its respective terms
except as enforceability thereof may be limited by bankruptcy, insolvency,
or reorganization or other similar laws now or hereinafter in effect
relating to creditor's rights generally and by general principles of
equity, regardless of whether such enforceability is considered in a
proceeding in equity or in law;
(g) No material consent, approval, order or authorization of,
or declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Assignor in connection with the
execution, delivery or performance by the Assignor of this Assignment
Agreement, or the consummation by it of the transactions contemplated
hereby; and
(h) The Assignor has paid the purchase price for the Mortgage
Loans and has satisfied any conditions to closing required of it under the
terms of the Purchase Agreement.
4. The Assignee warrants and represents to, and covenants with,
the Assignor and the Seller that:
(a) The Assignee is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite corporate power and authority to
acquire, own and purchase the Mortgage Loans;
(b) The Assignee has full corporate power and authority to
execute, deliver and perform under this Assignment Agreement, and to
consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Assignment Agreement is in the ordinary
course of the Assignee's business and will not conflict with, or result in
a breach of, any of the terms, conditions or provisions of the Assignee's
charter or by-laws, or any legal restriction, or any material agreement or
instrument to which the Assignee is now a party or by which it is bound, or
result in the violation of any law, rule, regulation, order, judgment or
decree to which the Assignee or its property is subject. The execution,
delivery and performance by the Assignee of this Assignment Agreement, and
the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action of the Assignee. This
Assignment Agreement has been duly executed and delivered by the Assignee
and constitutes the valid and legally binding obligation of the Assignee
enforceable against the Assignee in accordance with its respective terms
except as enforceability thereof may be limited by bankruptcy, insolvency,
or reorganization or other similar laws now or hereinafter in effect
relating to creditor's rights generally and by general principles of
equity, regardless of whether such enforceability is considered in a
proceeding in equity or in law;
(c) No material consent, approval, order or authorization of,
or declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Assignee in connection with the
execution, delivery or performance by the Assignee of this Assignment
Agreement, or the consummation by it of the transactions contemplated
hereby; and
(d) The Assignee agrees to be bound, as Purchaser, by all of
the terms, covenants and conditions of the Purchase Agreement and the
Mortgage Loans, and from and after the date hereof, the Assignee assumes
for the benefit of each of the Seller and the Assignor all of the
Assignor's obligations as Purchaser thereunder, with respect to the
Mortgage Loans.
5. The Seller warrants and represents to, and covenants with,
the Assignor and the Assignee that:
(a) The Seller is not a natural person or a general partnership
and is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its formation, and has all requisite power and
authority to service the Mortgage Loans;
(b) The Seller has full power and authority to execute, deliver
and perform under this Assignment Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions
contemplated by this Assignment Agreement is in the ordinary course of the
Seller's business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of the Seller's charter or by-laws,
or any legal restriction, or any material agreement or instrument to which
the Seller is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree to which
the Seller or its property is subject. The execution, delivery and
performance by the Seller of this Assignment Agreement, and the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action of the Seller. This Assignment
Agreement has been duly executed and delivered by the Seller and
constitutes the valid and legally binding obligation of the Seller
enforceable against the Seller in accordance with its respective terms
except as enforceability thereof may be limited by bankruptcy, insolvency,
or reorganization or other similar laws now or hereinafter in effect
relating to creditors' rights generally and by general principles of
equity, regardless of whether such enforceability is considered in a
proceeding in equity or in law;
(d) No material consent, approval, order or authorization of,
or declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Seller in connection with the
execution, delivery or performance by the Seller of this Assignment
Agreement, or the consummation by it of the transactions contemplated
hereby;
(e) As of the date hereof, the Seller is not in default under
the Purchase Agreement; and
(f) No event has occurred or has failed to occur, during the
period commencing on date on which Assignor acquired the Mortgage Loans and
ending on the date hereof, inclusive, which would make the representations
and warranties set forth in Section 3.02 of the Purchase Agreement untrue
if such representations and warranties were made with respect to the
Mortgage Loans effective as of the date hereof.
Within sixty (60) days of the earlier of either, discovery by
the Seller or notice to the Seller from the Assignee, of a breach of any of
the foregoing representations and warranties with respect to a Mortgage
Loan which materially and adversely affects the value of such Mortgage Loan
or the Assignee's interests therein, the Seller shall use its best efforts
to cure such breach in all material respects and, if such breach is not
cured within such sixty (60) day period, the Seller shall, at the
Assignee's option, repurchase such Mortgage Loan at a price equal to the
unpaid principal balance of the Mortgage Loan as of the date or repurchase,
plus accrued interest thereon to, but not including, the date of
repurchase.
In connection with any repurchase of a Mortgage Loan, the
Assignee shall reassign the provisions of the Purchase Agreement to the
Seller with respect to such Mortgage Loan, and provide for the prompt
delivery of the related custodial file to the Seller or its designee, as
applicable.
6. From and after the date hereof, the Seller shall recognize
the Assignee as the owner of the Mortgage Loans, and shall look solely to
the Assignee for performance from and after the date hereof of the
Assignor's obligations with respect to the Mortgage Loans.
In the event the Servicer has breached a representation or
warranty under the Purchase Agreement that is substantially identical to a
representation or warranty breached by the Assignor hereunder, the Assignee
shall first proceed against the Servicer. If the Servicer does not within
60 days after notification of the breach, take steps to cure such breach
(which may include certifying to progress made and requesting an extension
of the time to cure such breach, as permitted under the Purchase Agreement)
or purchase, or substitute for the Mortgage Loan, the Trustee shall be
entitled to enforce the obligations of the Assignor hereunder to cure such
breach or to purchase the Mortgage Loan from the Trust. In such event, the
Assignor shall succeed to the rights of the Assignee to enforce the
obligations of the Servicer to cure such breach or repurchase such Mortgage
Loan under the terms of the related Purchase Agreement with respect to such
Mortgage Loan
7. Notice Addresses.
(a) The Assignee's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:
________________________
________________________
________________________
Attention: ________________
(b) The Assignor's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:
________________________
________________________
________________________
Attention: ________________
(c) The Seller's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:
________________________
________________________
________________________
Attention: ________________
8. This Assignment Agreement shall be construed in accordance
with the substantive laws of the State of New York (without regard to
conflict of laws principles) and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws,
except to the extent preempted by federal law.
9. This Assignment Agreement shall inure to the benefit of the
successors and assigns of the parties hereto. Any entity into which the
Seller, the Assignor or the Assignee may be merged or consolidated shall,
without the requirement for any further writing, be deemed the Seller, the
Assignor or the Assignee, respectively, hereunder.
10. No term or provision of this Assignment Agreement may be
waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to
be enforced.
11. This Assignment Agreement shall survive the conveyance of
the Mortgage Loans and the assignment of the Purchase Agreement by the
Assignor.
12. Notwithstanding the assignment of the Purchase
Agreement by either the Assignor or Assignee, this Assignment Agreement
shall not be deemed assigned by the Seller or the Assignor unless assigned
by separate written instrument.
13. For the purpose for facilitating the execution of this
Assignment Agreement as herein provided and for other purposes, this
Assignment 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 and be one and the same instrument.
[signatures on following page]
IN WITNESS WHEREOF, the parties have caused this Assignment
Agreement to be executed by their duly authorized officers as of the date
first above written.
_________________________________
Assignor
By: ________________________________
Name: ______________________________
Title:______________________________
_________________________________
Assignee
By: ________________________________
Name: ______________________________
Title:______________________________
_________________________________
Seller
By: ________________________________
Name: ______________________________
Title:______________________________
_________________________________
Servicer
By: ________________________________
Name: ______________________________
Title:______________________________
Exhibit E-1
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Form of Monthly Servicing Report
Servicer investor code
Servicer investor category
Servicer loan ID
Sub-servicer loan ID
Interest rate pending rate
Servicer fee rate
P&I payment amount
Scheduled beginning balance
Scheduled principal
Scheduled gross interest
Curtailment collected amount
Adjustment amount
Service fee amount
PIF principal
PIF Interest Difference
Scheduled net interest
Scheduled ending balance
Seller loan ID
Actual beginning principal balance
Actual principal collected
Actual gross interest collected
Service fee collected
Actual net interest collected
Actual ending principal balance
Remittance amount
Pre-payment penalty amount
Due date
Actual paid date
PIF date
Last paid installment date
Next interest change date
Next P&I change date
Arm Index
Pend Index
Escrow balance
Escrow payment
Mortgage Insurance Certification
Number PMI Company Name
Exhibit E-2
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Monthly Delinquency Report Sample
Borrower Loan Number
Borrower Name
Servicing Fee Rate
Interest Rate
Due Date
Outstanding Principal Balance
Escrow Balance
Monthly P&I Payment
Delinquent Payment Amount
Insurance
Bankruptcy Flag
Delinquency Bucket
State
Servicer will provide information the Purchaser with additional information
related to delinquent loans, loans in foreclosure and REO property as
reasonably requested.
Exhibit F
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Mortgage Loan Schedule
Account Number Original Balance Current Balance MI Code Orig Cd Product Commitment
-------------- ---------------- --------------- ------- ------- ------- ----------
8498107 $ 488,000.00 $ 487,502.46 Retail JA31 0020011204
8918344 $ 354,314.00 $ 353,591.47 Retail JA31 0020011204
8962599 $ 613,556.00 $ 605,229.09 Wholesale JA51 0020011205
9291386 $ 649,563.00 $ 648,409.83 Retail JA51 0020011205
10021848 $ 354,750.00 $ 354,750.00 Retail JA51 0020011208
10032522 $ 699,500.00 $ 697,618.98 Retail JA51 0020011205
10125268 $ 357,050.00 $ 356,316.89 13492657 Wholesale JA51 0020011205
10135663 $ 418,000.00 $ 328,417.12 95825176 Retail JA11 0020011203
10143535 $ 363,704.00 $ 362,669.17 Retail JA11 0020011203
10385029 $ 700,369.00 $ 699,066.14 Wholesale JA31 0020011204
10396117 $ 855,956.00 $ 847,814.72 Wholesale JA51 0020011205
10414258 $ 900,000.00 $ 898,619.87 Retail JA51 0020011205
10418283 $ 493,692.00 $ 492,770.29 Retail JA51 0020011205
10539351 $ 550,000.00 $ 548,973.18 Retail JA51 0020011205
10560514 $ 738,700.00 $ 737,999.09 Retail JA51 0020011208
10564599 $ 535,950.00 $ 534,919.08 Wholesale JA31 0020011204
10652824 $ 337,500.00 $ 336,531.85 95142672 Retail JA51 0020011205
10867430 $ 353,000.00 $ 352,116.22 13814613 Wholesale JA31 0020011204
10955888 $1,840,000.00 $ 1,829,936.45 Retail JA51 0020011205
10964476 $ 463,500.00 $ 462,662.43 Retail JA51 0020011205
10983591 $ 999,950.00 $ 998,075.56 Wholesale JA51 0020011205
10984896 $1,269,419.00 $ 1,266,972.65 Retail JA51 0020011205
10986834 $ 460,155.00 $ 458,514.02 Retail JA31 0020011204
11031580 $ 600,000.00 $ 598,988.95 Retail JA51 0020011205
11086139 $ 325,000.00 $ 325,000.00 Retail JA51 0020011208
11123528 $ 649,900.00 $ 645,109.90 Retail JA51 0020011205
11215423 $ 620,000.00 $ 616,636.07 Retail JA71 0020011206
11570546 $ 420,000.00 $ 419,591.78 Retail JA51 0020011205
11574852 $ 362,300.00 $ 361,403.84 Retail JA71 0020011206
11599875 $ 330,000.00 $ 329,742.56 Retail JA71 0020011206
11647047 $ 999,990.00 $ 999,149.88 Retail JA51 0020011205
11661089 $ 592,000.00 $ 590,977.71 Retail JA51 0020011205
11661519 $ 410,000.00 $ 409,638.26 Retail JA51 0020011205
11672243 $ 316,000.00 $ 315,198.99 Retail JA11 0020011203
11672771 $ 423,000.00 $ 421,964.46 93503805 Wholesale JA51 0020011205
11685070 $ 656,000.00 $ 654,894.59 Retail JA51 0020011205
11687423 $ 500,000.00 $ 499,115.28 Wholesale JA31 0020011204
11689908 $ 339,200.00 $ 338,669.16 Wholesale JA51 0020011205
11691292 $ 731,250.00 $ 730,650.59 Retail JA51 0020011205
11695210 $ 585,000.00 $ 582,390.68 Wholesale JA31 0020011204
11695434 $ 435,000.00 $ 434,266.98 Wholesale JA31 0020011204
11703303 $ 375,000.00 $ 373,482.65 Wholesale JA51 0020011205
11709359 $ 496,000.00 $ 494,773.14 Wholesale JA51 0020011205
11717683 $ 502,500.00 $ 502,045.73 Retail JA51 0020011205
11718194 $ 900,000.00 $ 898,483.45 Retail JA51 0020011205
11720703 $ 388,000.00 $ 386,652.40 Retail JA11 0020011203
11722006 $ 667,500.00 $ 666,881.75 Retail JA51 0020011205
11722048 $ 600,000.00 $ 598,963.91 Retail JA51 0020011205
11726742 $ 750,000.00 $ 750,000.00 Wholesale JA51 0020011205
11728342 $ 370,000.00 $ 369,276.52 Retail JA51 0020011205
11737921 $ 412,000.00 $ 411,288.54 15721985 Retail JA51 0020011205
11739117 $ 649,990.00 $ 649,430.36 Retail JA51 0020011205
11739687 $ 649,999.00 $ 648,269.04 Retail JA31 0020011204
11742160 $ 370,000.00 $ 367,935.39 Wholesale JA51 0020011205
11745122 $ 345,000.00 $ 344,081.78 Retail JA51 0020011205
11745585 $ 500,000.00 $ 498,762.77 Retail JA51 0020011205
11745676 $ 424,000.00 $ 422,925.23 Retail JA51 0020011205
11746534 $ 649,950.00 $ 648,854.79 Retail JA51 0020011205
11747458 $ 644,000.00 $ 642,714.57 Retail JA51 0020011205
11747474 $ 300,000.00 $ 299,722.14 Retail JA51 0020011205
11747482 $ 457,000.00 $ 455,708.03 Retail JA51 0020011205
11747805 $ 413,500.00 $ 412,836.69 Retail JA51 0020011205
11750452 $ 375,600.00 $ 374,670.96 Wholesale JA51 0020011205
11750577 $ 415,000.00 $ 414,624.83 Retail JA51 0020011205
11752565 $ 331,000.00 $ 330,428.43 15310431 Retail JA51 0020011205
11754637 $ 499,300.00 $ 497,555.42 5038279 Wholesale JA31 0020011204
11758349 $ 548,000.00 $ 546,610.91 Wholesale JA31 0020011204
11758430 $ 350,000.00 $ 349,391.84 Retail JA51 0020011205
11759826 $ 456,700.00 $ 455,911.37 Retail JA51 0020011205
11761400 $ 649,900.00 $ 648,750.03 Wholesale JA51 0020011205
11767571 $ 372,000.00 $ 371,629.67 Retail JA51 0020011205
11772365 $ 370,000.00 $ 369,371.44 Wholesale JA51 0020011205
11775426 $ 390,000.00 $ 388,986.95 Wholesale JA71 0020011206
11777109 $ 303,300.00 $ 303,019.08 15423476 Retail JA51 0020011205
11782174 $ 565,000.00 $ 564,000.27 Wholesale JA51 0020011205
11788049 $ 645,000.00 $ 643,443.38 Wholesale JA31 0020011204
11790144 $ 506,000.00 $ 504,748.41 Wholesale JA31 0020011204
11794385 $ 778,700.00 $ 777,450.86 Wholesale JA51 0020011205
11796075 $ 500,000.00 $ 500,000.00 Retail JA51 0020011208
11796448 $ 411,000.00 $ 410,637.38 Retail JA51 0020011205
11796976 $ 510,000.00 $ 509,140.62 Retail JA51 0020011205
11800232 $ 458,000.00 $ 456,867.15 Wholesale JA51 0020011205
11801610 $ 554,000.00 $ 553,133.03 Wholesale JA51 0020011205
11802162 $ 336,000.00 $ 334,905.55 Wholesale JA51 0020011205
11805538 $ 369,000.00 $ 368,239.65 Wholesale JA51 0020011205
11805983 $ 400,000.00 $ 398,960.97 Wholesale JA51 0020011205
11807666 $ 649,950.00 $ 649,417.23 Wholesale JA51 0020011205
11809928 $ 350,000.00 $ 349,022.30 Wholesale JA31 0020011204
11810355 $ 369,000.00 $ 367,959.79 Wholesale JA51 0020011205
11810413 $ 548,000.00 $ 546,644.55 Wholesale JA51 0020011205
11812955 $ 420,400.00 $ 419,334.35 93875303 Wholesale JA51 0020011205
11816451 $ 305,000.00 $ 304,451.43 Wholesale JA51 0020011205
11819000 $ 307,500.00 $ 306,381.59 Wholesale JA51 0020011205
11819943 $ 522,400.00 $ 521,610.58 Wholesale JA71 0020011206
11820958 $ 624,000.00 $ 622,418.26 Wholesale JA51 0020011205
11821287 $ 532,000.00 $ 531,011.90 Retail JA51 0020011205
11824638 $ 482,000.00 $ 481,147.13 Wholesale JA51 0020011205
11828746 $ 372,000.00 $ 368,868.56 Wholesale JA51 0020011205
11830007 $ 302,000.00 $ 301,465.63 15,219652 Wholesale JA31 0020011204
11831443 $ 376,000.00 $ 375,366.41 Wholesale JA51 0020011205
11832102 $ 632,000.00 $ 620,877.73 Wholesale JA51 0020011205
11837267 $ 355,000.00 $ 354,240.12 Wholesale JA51 0020011205
11838208 $ 576,000.00 $ 575,491.80 Wholesale JA51 0020011205
11839248 $ 387,900.00 $ 387,246.36 94062781 Wholesale JA31 0020011204
11843430 $ 649,999.00 $ 648,876.56 Wholesale JA51 0020011205
11845856 $ 368,000.00 $ 365,736.78 Wholesale JA51 0020011205
11847258 $ 334,300.00 $ 333,473.11 Wholesale JA51 0020011205
11847357 $ 350,000.00 $ 349,424.54 Wholesale JA51 0020011205
11847670 $ 344,000.00 $ 343,405.97 Wholesale JA51 0020011205
11850260 $ 305,000.00 $ 303,529.50 Wholesale JA71 0020011206
11850500 $ 408,000.00 $ 407,278.07 Wholesale JA31 0020011204
11851250 $ 840,000.00 $ 838,543.47 Wholesale JA51 0020011205
11854379 $ 465,000.00 $ 463,849.84 Wholesale JA51 0020011205
11856259 $ 424,000.00 $ 423,285.54 Wholesale JA51 0020011205
11860251 $ 725,000.00 $ 724,328.50 Retail JA51 0020011205
11860319 $ 360,000.00 $ 359,682.38 Retail JA51 0020011205
11866191 $ 480,000.00 $ 479,171.12 Retail JA51 0020011205
11866225 $ 330,000.00 $ 329,430.14 Retail JA51 0020011205
11866258 $ 324,000.00 $ 323,707.09 Retail JA51 0020011205
11866365 $ 349,000.00 $ 348,676.75 Retail JA51 0020011208
11867397 $ 650,000.00 $ 648,794.94 Wholesale JA51 0020011205
11869237 $ 375,000.00 $ 372,953.12 Retail JA51 0020011205
11870110 $ 539,774.00 $ 538,841.90 Retail JA51 0020011205
11872983 $ 336,000.00 $ 335,688.79 Retail JA51 0020011205
11874872 $ 630,000.00 $ 629,444.16 Retail JA51 0020011205
11874955 $ 420,000.00 $ 419,275.00 Retail JA51 0020011205
11874963 $ 400,000.00 $ 399,638.39 Retail JA51 0020011208
11876729 $ 373,255.00 $ 370,900.84 Retail JA51 0020011208
11877313 $ 450,000.00 $ 446,943.02 Retail JA51 0020011205
11877404 $ 805,000.00 $ 804,217.58 Retail JA51 0020011205
11881604 $ 900,000.00 $ 899,166.42 Retail JA51 0020011205
11892585 $ 552,000.00 $ 551,069.84 Wholesale JA51 0020011205
11893625 $ 595,000.00 $ 594,407.67 Retail JA51 0020011205
11893997 $ 360,000.00 $ 359,640.00 Retail JA51 0020011205
11896412 $ 805,000.00 $ 804,289.76 Retail JA51 0020011205
11896602 $ 475,000.00 $ 474,492.19 Retail JA31 0020011204
11896636 $ 506,000.00 $ 504,647.36 Wholesale JA51 0020011205
11898913 $ 294,400.00 $ 294,120.65 Retail JA71 0020011206
11898970 $ 456,000.00 $ 455,173.29 Retail JA51 0020011205
11899002 $ 300,000.00 $ 299,413.59 Retail JA71 0020011206
11901782 $ 355,000.00 $ 354,686.79 Retail JA51 0020011205
11904364 $ 582,000.00 $ 580,994.98 Wholesale JA51 0020011205
11905585 $ 354,000.00 $ 353,106.28 Retail JA51 0020011205
11908167 $ 365,000.00 $ 364,653.67 Retail JA51 0020011208
11908829 $ 504,430.00 $ 504,430.00 Retail JA51 0020011208
11910015 $ 300,800.00 $ 300,541.01 Wholesale JA71 0020011206
11910619 $ 324,000.00 $ 322,873.78 15292288 Retail JA51 0020011205
11910825 $ 340,000.00 $ 339,669.54 Retail JA51 0020011208
11914918 $ 781,500.00 $ 780,793.51 Retail JA51 0020011205
11915493 $ 600,000.00 $ 599,444.28 Retail JA51 0020011205
11917994 $ 600,000.00 $ 598,963.91 Wholesale JA51 0020011205
11918398 $ 432,000.00 $ 431,599.88 Retail JA51 0020011208
11918422 $ 355,000.00 $ 354,671.20 Retail JA51 0020011205
11918828 $ 420,000.00 $ 419,292.26 Wholesale JA51 0020011205
11921418 $ 400,000.00 $ 399,257.07 Wholesale JA51 0020011205
11921624 $ 401,000.00 $ 400,307.55 Retail JA51 0020011205
11921731 $ 403,000.00 $ 402,669.22 Wholesale JA51 0020011205
11921905 $ 355,000.00 $ 354,371.85 Retail JA51 0020011205
11922960 $ 346,000.00 $ 345,702.10 Wholesale JA51 0020011205
11922978 $ 480,000.00 $ 479,586.72 Wholesale JA51 0020011205
11923018 $ 573,000.00 $ 572,506.66 Wholesale JA31 0020011204
11926995 $ 700,000.00 $ 698,743.57 Wholesale JA51 0020011205
11927530 $ 365,000.00 $ 364,322.07 Wholesale JA51 0020011205
11928843 $ 324,000.00 $ 323,426.70 Wholesale JA51 0020011205
11931797 $ 423,200.00 $ 422,451.18 Wholesale JA51 0020011205
11932050 $ 340,000.00 $ 339,639.32 Retail JA51 0020011205
11932530 $ 355,000.00 $ 354,371.85 Wholesale JA51 0020011205
11938669 $ 363,000.00 $ 362,306.85 Wholesale JA51 0020011205
11938735 $ 620,000.00 $ 618,875.97 Wholesale JA31 0020011204
11939196 $ 480,000.00 $ 479,108.48 Wholesale JA51 0020011205
11939329 $ 404,800.00 $ 404,425.07 Retail JA51 0020011205
11939592 $ 618,750.00 $ 617,707.36 Wholesale JA31 0020011204
11940236 $ 594,200.00 $ 592,981.24 Retail JA31 0020011204
11940525 $ 715,000.00 $ 713,734.85 Wholesale JA51 0020011205
11941192 $ 522,000.00 $ 521,098.59 Wholesale JA51 0020011205
11941820 $ 352,000.00 $ 351,361.85 Wholesale JA51 0020011205
11942331 $ 785,000.00 $ 784,255.15 Retail JA51 0020011205
11942604 $ 304,500.00 $ 303,251.78 Wholesale JA51 0020011205
11942679 $ 690,000.00 $ 688,779.08 Retail JA51 0020011205
11942786 $ 368,500.00 $ 368,500.00 Retail JA51 0020011205
11943453 $ 375,000.00 $ 374,336.46 Wholesale JA51 0020011205
11943743 $ 830,000.00 $ 829,231.25 Retail JA51 0020011205
11945359 $ 382,000.00 $ 381,340.35 Wholesale JA51 0020011205
11949518 $ 444,000.00 $ 444,000.00 Retail JA51 0020011208
11952231 $ 385,700.00 $ 385,000.75 Wholesale JA51 0020011205
11955077 $ 311,500.00 $ 311,231.80 Wholesale JA31 0020011204
11956562 $ 595,000.00 $ 595,000.00 Retail JA51 0020011208
11956752 $ 420,000.00 $ 419,583.75 Wholesale JA31 0020011204
11958519 $ 340,000.00 $ 339,127.37 Wholesale JA51 0020011205
11958881 $ 396,000.00 $ 395,666.75 Wholesale JA51 0020011205
11959186 $ 336,000.00 $ 335,703.55 15285511 Wholesale JA51 0020011205
11959335 $ 360,000.00 $ 359,682.38 Wholesale JA51 0020011205
11960937 $ 550,000.00 $ 549,526.46 Retail JA51 0020011205
11961414 $ 400,000.00 $ 397,855.06 Wholesale JA51 0020011208
11964608 $ 400,000.00 $ 399,325.97 5169168 Wholesale JA51 0020011205
11965324 $ 504,000.00 $ 503,544.37 Wholesale JA51 0020011205
11966942 $ 721,000.00 $ 720,332.20 Retail JA51 0020011205
11966975 $ 642,000.00 $ 637,876.02 Retail JA51 0020011205
11967999 $ 412,000.00 $ 411,636.49 Wholesale JA51 0020011205
11968443 $ 357,000.00 $ 356,669.34 Wholesale JA51 0020011205
11968492 $ 360,000.00 $ 359,315.04 94148324 Wholesale JA51 0020011205
11970530 $ 385,000.00 $ 384,651.95 Wholesale JA51 0020011205
11973245 $ 330,000.00 $ 329,715.87 94374715 Wholesale JA31 0020011204
11973310 $ 632,000.00 $ 631,414.64 Retail JA31 0020011204
11976164 $ 309,000.00 $ 308,453.23 Wholesale JA51 0020011205
11977170 $ 350,910.00 $ 350,592.77 15,571657 Retail JA31 0020011204
11979234 $ 500,000.00 $ 499,115.28 Wholesale JA51 0020011205
11979804 $ 468,000.00 $ 467,566.53 Wholesale JA31 0020011204
11979937 $ 806,000.00 $ 804,538.78 Wholesale JA31 0020011204
11982030 $ 403,200.00 $ 402,798.61 Wholesale JA11 0020011203
11984515 $ 520,000.00 $ 519,541.21 Wholesale JA51 0020011205
11984697 $ 328,200.00 $ 327,910.43 94223385 Wholesale JA51 0020011205
11985660 $ 492,000.00 $ 492,000.00 Retail JA51 0020011208
11985678 $ 649,999.00 $ 649,999.00 Retail JA51 0020011208
11989225 $ 328,000.00 $ 327,417.70 Wholesale JA51 0020011205
11989753 $ 563,000.00 $ 562,491.03 Wholesale JA51 0020011205
11989779 $ 538,400.00 $ 537,924.98 Wholesale JA51 0020011205
11990546 $ 548,000.00 $ 547,516.51 Wholesale JA51 0020011205
11990579 $ 385,000.00 $ 384,634.69 Wholesale JA51 0020011208
11991569 $ 495,000.00 $ 494,541.53 Wholesale JA51 0020011205
11993508 $ 384,000.00 $ 383,644.33 Wholesale JA51 0020011205
11993532 $ 309,000.00 $ 307,695.35 Wholesale JA51 0020011205
12005500 $ 440,000.00 $ 439,639.33 Wholesale JA71 0020011206
12006235 $ 400,100.00 $ 399,711.13 Retail JA51 0020011208
12009148 $ 595,000.00 $ 594,462.11 Wholesale JA51 0020011205
12012068 $ 332,800.00 $ 332,491.76 Retail JA51 0020011205
12013231 $ 378,000.00 $ 377,568.29 Retail JA51 0020011205
12014759 $ 631,800.00 $ 630,488.01 Wholesale JA51 0020011208
12015657 $ 970,000.00 $ 968,984.26 Wholesale JA51 0020011205
12015749 $ 530,000.00 $ 529,520.86 Wholesale JA51 0020011205
12017612 $ 370,000.00 $ 370,000.00 96320809 Retail JA51 0020011208
12019196 $ 306,000.00 $ 305,736.53 Wholesale JA71 0020011206
12019246 $ 432,000.00 $ 431,590.10 Wholesale JA51 0020011205
12019444 $ 625,000.00 $ 624,406.97 Wholesale JA51 0020011205
12019543 $ 559,600.00 $ 559,094.11 Wholesale JA31 0020011204
12020434 $ 555,000.00 $ 554,473.38 Wholesale JA51 0020011205
12025466 $ 310,000.00 $ 309,711.46 Wholesale JA71 0020011206
12026209 $ 472,000.00 $ 471,573.30 Wholesale JA51 0020011205
12028296 $ 500,000.00 $ 499,381.99 Wholesale JA31 0020011204
12028460 $ 452,500.00 $ 452,100.77 Wholesale JA51 0020011208
12028544 $ 649,900.00 $ 649,900.00 Wholesale JA51 0020011208
12028783 $ 320,000.00 $ 319,688.97 Retail JA51 0020011205
12031712 $ 445,650.00 $ 444,247.12 Wholesale JA51 0020011208
12035564 $ 388,000.00 $ 387,631.84 Wholesale JA51 0020011208
12038774 $ 309,000.00 $ 308,699.67 Retail JA51 0020011205
12038865 $ 500,000.00 $ 499,525.58 Wholesale JA31 0020011204
12039186 $ 349,000.00 $ 348,476.93 5259638 Wholesale JA31 0020011204
12039541 $ 320,000.00 $ 319,703.61 Wholesale JA31 0020011204
12045605 $ 608,000.00 $ 607,436.87 Wholesale JA31 0020011204
12047098 $ 600,000.00 $ 600,000.00 Retail JA11 0020011203
12061636 $ 569,600.00 $ 569,085.07 Retail JA51 0020011205
12083051 $ 360,000.00 $ 360,000.00 Wholesale JA51 0020011208
12085726 $ 320,000.00 $ 319,710.69 Wholesale JA51 0020011205
$123,551,560.62
Account Number First Name Last Name Address State City Zip
-------------- ---------- --------- ---------------------------- ----- --------------- ---------
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8918344 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Oxford 483715182
8962599 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
9291386 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
10021848 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ CO Monument 801328497
10032522 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
10125268 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
10135663 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
10143535 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
10385029 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
10396117 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
10414258 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Golden 804038131
10418283 G ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
10539351 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
10560514 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ Machesney Park 61115
10564599 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
10652824 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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11672771 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ Incline Village 89451
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11718194 ▇▇▇▇▇▇ ▇▇▇▇ j2921 ▇▇▇▇▇▇▇▇▇▇ Road KY Goshen 40026
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11739117 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 46 Fordcroft MI ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
11739687 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ Pebble Beach 93953
11742160 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Kennett square 19348
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11745585 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ New Berlin 53146
11745676 ▇▇▇▇ ▇▇▇▇ Uomo ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
11746534 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ Paradise Valley 85253
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11747805 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ Oakland Twp 48306
11750452 C. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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11752565 ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇ ▇▇▇▇ ▇▇▇▇▇
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11758349 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ VA Aldie 20105
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11759826 ▇▇▇▇▇ ▇▇▇▇▇▇, As Trustee4644 ▇▇▇▇▇▇ Court CO Niwot 80503
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11782174 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ Upper Makefield 18938
11788049 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ Twp 48455
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11796075 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 527 Malden IL LaGrange Park 60526
11796448 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 3425 Balfour MI ▇▇▇▇ 48084
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11820958 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Studio City 91604
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11832102 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ Novi 48375
11837267 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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11979234 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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11990579 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ SANTA ▇▇▇▇▇▇▇ 93108
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12015749 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ Scottdale 85255
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12025466 ▇▇▇▇▇ ▇▇▇▇▇▇ 5017 Bella Collina CA Oceanside 92056
12026209 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
12028296 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
12028460 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ AZ Scottsdale 85259
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12045605 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ CHEVY CHASE 20815
12047098 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
12061636 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ TRAVERSE CITY 49684
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12085726 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
First First Payment First Rate
Account Number Rounding Index Lookback Pay Date Change Date Change Date
-------------- ---------- ---------- -------- --------- ------------- ------------
8498107 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
8918344 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
8962599 Nearst 1/8 1 Year CMT 45 days 9/1/01 9/1/06 8/1/06
9291386 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
10021848 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
10032522 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
10125268 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
10135663 Nearst 1/8 1 Year CMT 45 days 8/1/01 8/1/02 7/1/02
10143535 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/02 9/1/02
10385029 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
10396117 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
10414258 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
10418283 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
10539351 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
10560514 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
10564599 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
10652824 Nearst 1/8 1 Year CMT 45 days 10/1/01 11/1/06 9/1/06
10867430 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/04 9/1/04
10955888 Nearst 1/8 1 Year CMT 45 days 8/1/01 8/1/06 7/1/06
10964476 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
10983591 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
10984896 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
10986834 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11031580 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11086139 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11123528 Nearst 1/8 1 Year CMT 45 days 3/1/01 3/1/06 2/1/06
11215423 Nearst 1/8 1 Year CMT 45 days 6/1/01 6/1/08 5/1/08
11570546 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11574852 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/08 9/1/08
11599875 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/08 11/1/08
11647047 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11661089 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11661519 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11672243 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/02 9/1/02
11672771 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11685070 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11687423 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11689908 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11691292 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11695210 Nearst 1/8 1 Year CMT 45 days 8/1/01 8/1/04 7/1/04
11695434 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11703303 Nearst 1/8 1 Year CMT 45 days 8/1/01 8/1/06 7/1/06
11709359 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11717683 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11718194 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11720703 Nearst 1/8 1 Year CMT 45 days 9/1/01 9/1/02 8/1/02
11722006 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11722048 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11726742 Nearest 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11728342 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11737921 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11739117 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11739687 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/04 9/1/04
11742160 Nearst 1/8 1 Year CMT 45 days 9/1/01 9/1/06 8/1/06
11745122 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11745585 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11745676 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11746534 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11747458 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11747474 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11747482 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11747805 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11750452 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11750577 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11752565 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11754637 Nearst 1/8 1 Year CMT 45 days 9/1/01 9/1/04 8/1/04
11758349 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/04 9/1/04
11758430 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11759826 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11761400 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11767571 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11772365 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11775426 Nearest 1/8 1 Year CMT 45 days 10/1/01 10/1/08 9/1/08
11777109 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11782174 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11788049 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/04 9/1/04
11790144 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/04 9/1/04
11794385 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11796075 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11796448 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11796976 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11800232 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11801610 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11802162 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11805538 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11805983 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11807666 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11809928 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/04 9/1/04
11810355 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11810413 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11812955 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11816451 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11819000 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11819943 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/08 11/1/08
11820958 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11821287 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11824638 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11828746 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11830007 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11831443 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11832102 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11837267 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11838208 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11839248 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11843430 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11845856 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11847258 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11847357 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11847670 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11850260 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/08 10/1/08
11850500 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11851250 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11854379 Nearst 1/8 1 Year CMT 45 days 10/1/01 10/1/06 9/1/06
11856259 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11860251 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11860319 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11866191 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11866225 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11866258 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11866365 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11867397 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11869237 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11870110 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11872983 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11874872 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11874955 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11874963 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11876729 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11877313 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11877404 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11881604 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11892585 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11893625 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11893997 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11896412 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11896602 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
11896636 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11898913 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/08 11/1/08
11898970 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11899002 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/08 10/1/08
11901782 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11904364 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11905585 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11908167 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11908829 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11910015 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/08 11/1/08
11910619 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11910825 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11914918 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11915493 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11917994 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11918398 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11918422 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11918828 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11921418 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11921624 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11921731 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11921905 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11922960 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11922978 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11923018 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
11926995 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11927530 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11928843 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11931797 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11932050 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11932530 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11938669 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11938735 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11939196 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11939329 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11939592 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11940236 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11940525 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11941192 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11941820 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11942331 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11942604 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11942679 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11942786 Nearest 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11943453 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11943743 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11945359 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11949518 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11952231 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11955077 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
11956562 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11956752 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
11958519 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11958881 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11959186 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11959335 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11960937 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11961414 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11964608 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11965324 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11966942 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11966975 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11967999 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11968443 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11968492 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11970530 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11973245 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
11973310 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
11976164 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11977170 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
11979234 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11979804 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
11979937 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/04 10/1/04
11982030 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/02 11/1/02
11984515 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11984697 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11985660 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11985678 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
11989225 Nearst 1/8 1 Year CMT 45 days 11/1/01 11/1/06 10/1/06
11989753 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11989779 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11990546 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11990579 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11991569 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11993508 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
11993532 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12005500 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/08 11/1/08
12006235 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12009148 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12012068 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12013231 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12014759 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12015657 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12015749 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12017612 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
12019196 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/08 11/1/08
12019246 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12019444 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12019543 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
12020434 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12025466 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/08 11/1/08
12026209 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12028296 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
12028460 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12028544 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
12028783 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12031712 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12035564 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12038774 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12038865 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
12039186 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
12039541 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
12045605 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/04 11/1/04
12047098 Nearest 1/8 1 Year CMT 45 days 1/1/02 1/1/03 12/1/02
12061636 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
12083051 Nearst 1/8 1 Year CMT 45 days 1/1/02 1/1/07 12/1/06
12085726 Nearst 1/8 1 Year CMT 45 days 12/1/01 12/1/06 11/1/06
Account Number Next Duedate Front Ratio DTI OLTV CLTV FICO Rate Margin Oterm PI
-------------- ------------ ----------- ----- ----- ----- ---- ------ ------ ----- --------
8498107 1/1/02 21.45 29.03 80 80 768 5.875 2.75 360 2886.71
8918344 1/1/02 10.22 25.61 64.42 64.42 764 6.625 2.75 338 2316.38
8962599 2/1/02 19.57 21.24 66.01 66.01 782 7.375 2.75 339 4310.97
9291386 1/1/02 14.03 40.45 53.51 53.51 693 7.125 2.75 345 4431.66
10021848 1/1/02 26.76 27.41 50.68 50.68 801 6.5 2.75 343 2278.85
10032522 1/1/02 14.47 21.92 49.69 49.69 679 7.125 2.75 344 4776.58
10125268 1/1/02 26.81 31.96 82.65 82.65 777 7 2.75 345 2406.29
10135663 2/1/02 16.45 28.93 83.6 83.6 669 6 2.75 360 2506.13
10143535 12/1/01 12.22 30.51 77.89 77.89 701 6.75 2.75 346 2388.85
10385029 2/1/02 25.84 31.05 75 75 706 6.875 2.75 345 4662.1
10396117 1/1/02 23.03 37.37 68.68 68.68 703 7 2.75 346 5763.41
10414258 1/1/02 23.77 36.94 66.67 66.67 766 6.625 2.75 344 5848.88
10418283 1/1/02 22.44 22.57 63.07 63.07 692 6.75 2.75 348 3236.58
10539351 1/1/02 27.98 37.19 67.54 67.54 782 6.75 2.75 348 3605.72
10560514 1/1/02 12.02 28.96 67.15 67.15 700 6.25 2.75 360 4548.31
10564599 1/1/02 22.71 33.21 75.49 75.49 638 6.625 2.75 347 3472.93
10652824 12/1/01 21.97 23.84 90 90 711 6.5 2.75 352 2149.07
10867430 1/1/02 30.77 33.79 85.63 85.63 774 7.25 2.75 351 2425.53
10955888 1/1/02 16 18.41 80 80 714 7.125 2.75 316 12913.95
10964476 12/1/01 20.21 22.73 73.57 73.57 639 6.75 2.75 353 3024.8
10983591 1/1/02 29.07 32.51 70.77 70.77 706 6.625 2.75 351 6455.2
10984896 12/1/01 2.79 11.63 68.12 68.12 607 7.125 2.75 333 8756.73
10986834 1/1/02 23.02 49.61 76.06 76.06 753 6.25 2.75 318 2964.95
11031580 1/1/02 21.77 25.82 73.85 73.85 781 6.875 2.75 360 3941.58
11086139 1/1/02 22.77 29.39 71.6 71.6 710 6.25 2.75 360 2001.09
11123528 1/1/02 11.26 15.92 72.21 72.21 734 7.125 2.75 360 4378.5
11215423 1/1/02 24.68 44.65 80 80 728 7.375 2.75 360 4282.19
11570546 1/1/02 18.59 30.54 80 80 655 6.125 2.75 360 2551.97
11574852 1/1/02 27.77 42.65 80 95 761 7 2.75 360 2410.4
11599875 1/1/02 9.78 23.02 74.79 74.79 751 7.25 2.75 360 2251.19
11647047 1/1/02 24.49 25.28 29.41 29.41 743 6.875 2.75 360 6569.23
11661089 1/1/02 22.38 34.21 80 80 601 6.75 2.75 360 3839.71
11661519 1/1/02 16.68 28.71 53.95 53.95 732 6.625 2.75 360 2625.28
11672243 1/1/02 41.074 53.71 74.88 74.88 794 6.875 2.75 360 2075.9
11672771 1/1/02 18.47 28.15 78.33 78.33 797 7.375 2.75 360 2921.56
11685070 1/1/02 15.34 33.2 72.89 72.89 775 6.875 2.75 360 4309.46
11687423 1/1/02 30.53 37.98 80 80 670 6.625 2.75 360 3201.56
11689908 1/1/02 22.98 41.27 77.09 90 642 7.25 2.75 360 2313.95
11691292 1/1/02 18.8 45.59 75 89.99 698 7 2.75 360 4865.03
11695210 1/1/02 14.53 17.91 69.89 69.89 652 6.625 2.75 360 3745.82
11695434 1/1/02 26.37 32.43 77.68 77.68 655 6.875 2.75 360 2857.65
11703303 1/1/02 13.81 27.87 75 75 670 7.125 2.75 360 2526.45
11709359 1/1/02 22.66 22.66 52.21 52.21 704 7 2.75 360 3299.91
11717683 1/1/02 21.32 25.98 60.91 60.91 753 6.5 2.75 360 3176.15
11718194 1/1/02 17.4 36.53 66.67 66.67 646 6.875 2.75 360 5912.36
11720703 1/1/02 18.14 33.67 73.9 73.9 724 6.75 2.75 360 2516.57
11722006 1/1/02 25.78 41.9 75 75 688 6.375 2.75 360 4164.34
11722048 1/1/02 13.73 20.34 47.06 47.06 641 6.75 2.75 360 3891.59
11726742 1/1/02 21.02 23.82 78.95 85 654 6.625 2.75 360 4802.34
11728342 1/1/02 33.48 40.93 65.14 65.14 647 6.875 2.75 360 2430.64
11737921 1/1/02 11.79 42.38 84.08 84.08 742 6.75 2.75 360 2672.23
11739117 1/1/02 16.95 17.75 72.22 72.22 771 6.75 2.75 360 4215.83
11739687 1/1/02 47.23 47.74 46.43 46.43 786 6.625 2.75 360 4162.02
11742160 1/1/02 19.41 33.87 51.75 51.75 721 6.875 2.75 360 2430.64
11745122 2/1/02 23.31 34.92 57.98 57.98 633 6.625 2.75 360 2209.08
11745585 1/1/02 13.57 20.18 59.88 77.84 723 7 2.75 360 3326.52
11745676 1/1/02 8.81 20.77 77.09 77.09 708 6.875 2.75 360 2785.38
11746534 1/1/02 16.12 24.76 79.26 83.21 707 6.875 2.75 360 4269.71
11747458 1/1/02 25.86 34.47 80 80 662 6 2.75 360 3861.11
11747474 1/1/02 18.6 34.42 22.73 31.4 696 6.375 2.75 360 1871.61
11747482 1/1/02 29.14 34.13 76.17 83.93 710 6.75 2.75 360 2964.1
11747805 1/1/02 6.21 11.42 74.98 74.98 705 7.125 2.75 360 2785.83
11750452 1/1/02 20.99 41.11 80 89.91 621 7 2.75 360 2498.88
11750577 1/1/02 44.22 44.34 67.48 67.48 794 6.5 2.75 360 2623.09
11752565 1/1/02 18.35 31.06 84.87 84.87 641 6.75 2.75 360 2146.86
11754637 1/1/02 21.38 45.5 84.99 84.99 775 7.25 2.75 360 3406.11
11758349 1/1/02 22.35 35.17 80 95 709 6.875 2.75 360 3599.97
11758430 1/1/02 14.05 14.43 54.69 54.69 793 6.75 2.75 360 2270.1
11759826 1/1/02 16.7 36.97 67.66 67.66 757 6.75 2.75 360 2962.15
11761400 12/1/01 17.32 30.54 50.19 88.8 731 6.625 2.75 360 4161.39
11767571 1/1/02 19.41 25.92 80 80 596 6 2.75 360 2230.33
11772365 1/1/02 30.99 47.65 77.41 77.41 702 6.875 2.75 360 2430.64
11775426 1/1/02 15.03 22.17 71.96 71.96 767 6.75 2.75 360 2529.54
11777109 1/1/02 22.96 33.9 90 90 722 6.375 2.75 360 1892.2
11782174 1/1/02 27.47 36.36 79.96 89.95 720 6.625 2.75 360 3617.76
11788049 1/1/02 9.74 14.08 58.64 58.64 709 7.125 2.75 360 4345.49
11790144 12/1/01 18.99 29.46 68.84 68.84 708 7 2.75 360 3366.44
11794385 1/1/02 6.72 17.87 64.89 64.89 754 7.125 2.75 360 5246.25
11796075 1/1/02 14.06 39.11 77.04 77.04 704 6.25 2.75 360 3078.59
11796448 1/1/02 6.17 3.3 60.89 60.89 721 6.625 2.75 360 2631.68
11796976 1/1/02 18.41 45.9 72.86 72.86 673 6.875 2.75 360 3350.34
11800232 1/1/02 23.1 45.28 80 80 742 7 2.75 360 3047.09
11801610 12/1/01 23.69 42.15 74.36 86.44 650 7.25 2.75 360 3779.26
11802162 1/1/02 33.02 38.99 79.43 79.43 720 7.125 2.75 300 2401.64
11805538 1/1/02 19.54 20.14 77.68 77.68 733 6.375 2.75 360 2302.08
11805983 1/1/02 28.41 36.58 76.92 76.92 760 6.75 2.75 360 2594.4
11807666 1/1/02 32.23 39.24 74.71 74.71 688 7 2.75 360 4324.14
11809928 1/1/02 28.63 42.22 16.28 16.28 609 6.375 2.75 360 2183.55
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11938735 N P N P 775000 780000 1
11939196 N R N P 690000 690000 1
11939329 N R N P 570000 570000 1
11939592 N P N P 825000 825000 1
11940236 N R Y P 3200000 3200000 1
11940525 N R Y P 1100000 1100000 1
11941192 N R Y P 975000 975000 1
11941820 N P N P 440000 440000 1
11942331 N R N P 1350000 1350000 1
11942604 N R N P 383000 383000 1
11942679 N P N P 920000 920000 1
11942786 N R N P 540000 540000 1
11943453 Y P N P 500000 513000 1
11943743 N R N P 1200000 1200000 1
11945359 N R Y P 567000 567000 1
11949518 N R N P 590000 590000 1
11952231 N R N P 960000 960000 1
11955077 N R N P 415000 415000 1
11956562 N R N P 980000 980000 1
11956752 Y R N P 525000 525000 1
11958519 N R N P 512000 512000 1
11958881 N R Y P 495000 495000 1
11959186 N R N P 30 425000 425000 1
11959335 N R Y P 450000 450000 1
11960937 N R N P 690000 690000 1
11961414 N R N P 560000 560000 1
11964608 N P N P 25 449000 470000 1
11965324 N R N P 630000 630000 1
11966942 N R N P 1600000 1600000 1
11966975 N R Y P 875000 875000 1
11967999 N R Y P 515000 515000 1
11968443 N R N P 530000 530000 1
11968492 N P N P 25 400000 429000 1
11970530 Y R N P 535000 535000 1
11973245 N R N P 25 370000 370000 1
11973310 N R Y P 940000 940000 1
11976164 N R N P 507000 507000 1
11977170 N P N S 25 389900 410000 1
11979234 N P N P 625000 625000 1
11979804 N R Y P 810000 810000 1
11979937 N R Y P 1200000 1200000 1
11982030 N R Y P 504000 504000 1
11984515 N R Y P 1300000 1300000 1
11984697 N R N P 12 392000 392000 1
11985660 N R N P 617500 617500 1
11985678 N R N P 1000000 1000000 1
11989225 N R Y P 420000 420000 1
11989753 N R N P 1235000 1235000 1
11989779 N R Y P 673000 673000 1
11990546 N P N P 685000 685000 1
11990579 N R Y P 1400000 1400000 1
11991569 N R N P 650000 650000 1
11993508 N R N P 540000 540000 1
11993532 N R N P 597000 597000 1
12005500 N R Y P 550000 550000 1
12006235 N P N P 690000 690000 1
12009148 N R N P 800000 800000 1
12012068 N R N P 416000 416000 1
12013231 N R N P 490000 490000 1
12014759 N R N P 815000 815000 1
12015657 N R N P 1475000 1475000 1
12015749 N R N P 925000 925000 1
12017612 N R N P 25 421000 421000 1
12019196 N R N P 450000 450000 1
12019246 N R N P 545000 545000 1
12019444 N R Y P 965000 965000 1
12019543 N P N P 699500 699500 2
12020434 N R N P 710000 710000 1
12025466 N R Y P 420000 420000 1
12026209 N R Y P 590000 590000 1
12028296 N P N P 1475000 1475000 1
12028460 N R Y P 605000 605000 1
12028544 N R N P 1100000 1500000 1
12028783 N R N P 590000 590000 1
12031712 N R Y P 600000 600000 1
12035564 N R Y P 485000 485000 1
12038774 N R N P 0 390000 1
12038865 N R Y P 740000 740000 1
12039186 N R N P 25 390000 390000 1
12039541 N R Y P 400000 400000 1
12045605 N R Y P 760000 760000 1
12047098 N R N P 900000 900000 1
12061636 N P N P 731770 732000 1
12083051 N R Y P 675000 675000 1
12085726 N R N P 400000 400000 1
Escrow Income Asset Payment Convert
Account Number County Code Escrow Indicator Lien Amount Code Code Floor Adj Per Flag
-------------- ----------- -------- --------- ----------- -------- ----- ----- ------- --------
8498107 015 275.76 N Y N 2.75 Annual No
8918344 125 1089.02 N Y N 2.75 Annual No
8962599 097 358.54 Y N Y 2.75 Annual No
9291386 117 325.71 N Y N 2.75 Annual No
10021848 041 0 Y 0 Y N 2.75 Annual No
10032522 117 282.09 N Y N 2.75 Annual No
10125268 209 351.72 N Y Y 2.75 Annual No
10135663 015 414.72 N Y N 2.75 Annual No
10143535 119 450 Y Y N 2.75 Annual No
10385029 043 0 Y Y Y 2.75 Annual No
10396117 121 1241.23 N Y Y 2.75 Annual No
10414258 059 643.45 N Y N 2.75 Annual No
10418283 117 226.18 N Y N 2.75 Annual No
10539351 041 0 Y 0 Y N 2.75 Annual No
10560514 201 0 Y Y N 2.75 Annual No
10564599 059 0 N Y Y 2.75 Annual No
10652824 071 548.83 N Y N 2.75 Annual No
10867430 097 179.44 Y Y Y 2.75 Annual No
10955888 125 0 Y Y N 2.75 Annual No
10964476 097 659.01 N Y N 2.75 Annual No
10983591 049 300.29 N Y Y 2.75 Annual No
10984896 021 0 Y Y N 2.75 Annual No
10986834 125 0 Y Y N 2.75 Annual No
11031580 049 0 Y Y N 2.75 Annual No
11086139 031 47.99 N 0 Y N 2.75 Annual No
11123528 063 474.37 Y Y N 2.75 Annual No
11215423 087 409.43 Y Y N 2.75 Annual No
11570546 003 219.37 N Y Y 2.75 Annual No
11574852 439 1211.16 N 67950 Y Y 2.75 Annual No
11599875 125 428.24 Y Y Y 2.75 Annual No
11647047 037 0 Y 0 Y Y 2.75 Annual No
11661089 057 427.26 N Y Y 2.75 Annual No
11661519 021 826.03 N 0 Y Y 2.75 Annual No
11672243 109 340.4 N Y Y 2.75 Annual No
11672771 031 761.42 N Y Y 2.75 Annual No
11685070 097 633.96 N Y Y 2.75 Annual No
11687423 125 0 Y Y Y 2.75 Annual No
11689908 059 0 Y 56800 Y Y 2.75 Annual No
11691292 031 0 Y 146200 Y Y 2.75 Annual No
11695210 133 1090.01 Y Y Y 2.75 Annual No
11695434 125 194.63 N Y Y 2.75 Annual No
11703303 013 383.16 N Y Y 2.75 Annual No
11709359 001 665.01 Y N Y 2.75 Annual No
11717683 439 0 Y 0 Y Y 2.75 Annual No
11718194 185 0 Y Y Y 2.75 Annual No
11720703 081 686.58 Y Y Y 2.75 Annual No
11722006 031 1114.69 N Y Y 2.75 Annual No
11722048 117 387.24 N 0 Y Y 2.75 Annual No
11726742 0 Y Y Y 2.75 Annual No
11728342 125 960.22 N Y Y 2.75 Annual No
11737921 013 776.5 N Y Y 2.75 Annual No
11739117 163 0 Y 0 Y Y 2.75 Annual No
11739687 053 0 Y Y Y 2.75 Annual No
11742160 029 971.51 N Y Y 2.75 Annual No
11745122 109 659.89 Y Y Y 2.75 Annual No
11745585 133 0 Y 150000 Y Y 2.75 Annual No
11745676 133 761.74 N Y Y 2.75 Annual No
11746534 013 267.79 N 32384.2 Y Y 2.75 Annual No
11747458 031 0 Y Y Y 2.75 Annual No
11747474 031 0 Y 114415.81 Y Y 2.75 Annual No
11747482 031 533.63 N 46604.87 Y Y 2.75 Annual No
11747805 125 0 Y Y Y 2.75 Annual No
11750452 013 276.68 N 46550 Y Y 2.75 Annual No
11750577 031 0 Y Y Y 2.75 Annual No
11752565 003 656.68 N Y Y 2.75 Annual No
11754637 035 584.08 N Y Y 2.75 Annual No
11758349 107 585.46 N 102750 Y Y 2.75 Annual No
11758430 071 1226.14 N Y Y 2.75 Annual No
11759826 013 315.59 N Y Y 2.75 Annual No
11761400 013 480.43 N 500000 Y Y 2.75 Annual No
11767571 003 292.82 N Y Y 2.75 Annual No
11772365 043 655.73 N Y Y 2.75 Annual No
11775426 0 Y 0 Y Y 2.75 Annual No
11777109 031 518.37 N 0 Y Y 2.75 Annual No
11782174 017 1059.49 N 70600 Y Y 2.75 Annual No
11788049 087 522.21 N N Y 2.75 Annual No
11790144 073 0 Y Y Y 2.75 Annual No
11794385 009 990.46 N Y Y 2.75 Annual No
11796075 031 722.47 N 0 Y Y 2.75 Annual No
11796448 125 0 Y Y Y 2.75 Annual No
11796976 019 0 Y Y Y 2.75 Annual No
11800232 031 569.72 N Y Y 2.75 Annual No
11801610 041 0 Y 90000 Y Y 2.75 Annual No
11802162 125 0 Y Y Y 2.75 Annual No
11805538 077 300.52 N Y Y 2.75 Annual No
11805983 099 0 Y Y Y 2.75 Annual No
11807666 037 0 Y Y Y 2.75 Annual No
11809928 019 0 Y Y Y 2.75 Annual No
11810355 013 344.24 N 43000 Y Y 2.75 Annual No
11810413 017 1005.63 N 68500 Y Y 2.75 Annual No
11812955 013 487.18 N Y Y 2.75 Annual No
11816451 087 0 Y Y Y 2.75 Annual No
11819000 037 372.92 N Y Y 2.75 Annual No
11819943 139 0 Y 0 Y Y 2.75 Annual No
11820958 037 0 Y 77950 Y Y 2.75 Annual No
11821287 067 511.8 N Y Y 2.75 Annual No
11824638 073 1301.22 N Y Y 2.75 Annual No
11828746 013 297.4 N Y Y 2.75 Annual No
11830007 031 450.91 N Y Y 2.75 Annual No
11831443 023 387.1 N Y Y 2.75 Annual No
11832102 125 937.53 N Y Y 2.75 Annual No
11837267 053 538.73 N Y Y 2.75 Annual No
11838208 013 887.2 N 72000 Y Y 2.75 Annual No
11839248 065 492.28 N Y Y 2.75 Annual No
11843430 097 0 Y 51367 Y Y 2.75 Annual No
11845856 001 0 Y Y Y 2.75 Annual No
11847258 125 417.68 N Y Y 2.75 Annual No
11847357 013 359.32 N Y Y 2.75 Annual No
11847670 025 718.71 N 64500 Y Y 2.75 Annual No
11850260 037 0 Y Y Y 2.75 Annual No
11850500 013 295.72 N Y Y 2.75 Annual No
11851250 043 1095.06 N Y Y 2.75 Annual No
11854379 041 0 Y N Y 2.75 Annual No
11856259 001 0 Y 73400 Y Y 2.75 Annual No
11860251 049 0 Y Y Y 2.75 Annual No
11860319 049 310.36 N Y Y 2.75 Annual No
11866191 097 1328.94 N 0 Y Y 2.75 Annual No
11866225 117 157.96 N Y Y 2.75 Annual No
11866258 097 1108.5 N Y Y 2.75 Annual No
11866365 117 272.37 N Y Y 2.75 Annual No
11867397 085 0 Y 100000 Y Y 2.75 Annual No
11869237 031 0 Y Y Y 2.75 Annual No
11870110 067 2700.39 N Y Y 2.75 Annual No
11872983 033 677.32 N 35500 Y Y 2.75 Annual No
11874872 043 0 Y 0 Y Y 2.75 Annual No
11874955 031 0 Y Y Y 2.75 Annual No
11874963 043 0 Y Y Y 2.75 Annual No
11876729 001 0 Y Y Y 2.75 Annual No
11877313 057 0 Y Y Y 2.75 Annual No
11877404 097 0 Y Y Y 2.75 Annual No
11881604 125 1228.12 N Y Y 2.75 Annual No
11892585 005 514.59 N 69000 Y Y 2.75 Annual No
11893625 113 1475.04 N 0 Y Y 2.75 Annual No
11893997 043 0 Y 0 Y Y 2.75 Annual No
11896412 063 1262.74 N 75000 Y Y 2.75 Annual No
11896602 111 0 Y 0 Y Y 2.75 Annual No
11896636 073 0 Y Y Y 2.75 Annual No
11898913 041 45.62 N 0 Y Y 2.75 Annual No
11898970 049 0 Y 12500 Y Y 2.75 Annual No
11899002 013 182.71 N 0 Y Y 2.75 Annual No
11901782 025 324.1 N 0 Y Y 2.75 Annual No
11904364 075 0 Y N Y 2.75 Annual No
11905585 099 0 Y Y Y 2.75 Annual No
11908167 001 250 N 0 Y Y 2.75 Annual No
11908829 163 0 Y Y Y 2.75 Annual No
11910015 073 233.7 N Y Y 2.75 Annual No
11910619 113 683.41 N Y Y 2.75 Annual No
11910825 125 528.85 N Y Y 2.75 Annual No
11914918 011 0 Y 0 Y Y 2.75 Annual No
11915493 031 0 Y 0 Y Y 2.75 Annual No
11917994 005 247.62 N Y Y 2.75 Annual No
11918398 013 1252.68 N Y Y 2.75 Annual No
11918422 013 729.37 N 50000 Y Y 2.75 Annual No
11918828 031 539.99 N N Y 2.75 Annual No
11921418 013 293.36 N Y Y 2.75 Annual No
11921624 027 1215.74 N Y Y 2.75 Annual No
11921731 037 0 N 52000 Y Y 2.75 Annual No
11921905 013 231.64 N Y Y 2.75 Annual No
11922960 017 562.46 N Y Y 2.75 Annual No
11922978 001 468.07 N Y Y 2.75 Annual No
11923018 073 0 N Y Y 2.75 Annual No
11926995 163 0 Y Y Y 2.75 Annual No
11927530 013 271.22 N Y Y 2.75 Annual No
11928843 037 351.95 N 60000 Y Y 2.75 Annual No
11931797 013 418.3 N 79350 Y Y 2.75 Annual No
11932050 031 703.9 N Y Y 2.75 Annual No
11932530 097 0 Y Y Y 2.75 Annual No
11938669 013 379.64 N Y Y 2.75 Annual No
11938735 013 284.84 N 77500 Y Y 2.75 Annual No
11939196 049 151.99 N Y Y 2.75 Annual No
11939329 133 0 Y 0 Y Y 2.75 Annual No
11939592 073 0 Y N Y 2.75 Annual No
11940236 163 0 Y 0 Y Y 2.75 Annual No
11940525 053 723.62 N N Y 2.75 Annual No
11941192 037 0 Y Y Y 2.75 Annual No
11941820 085 0 Y 66000 Y Y 2.75 Annual No
11942331 097 0 N Y Y 2.75 Annual No
11942604 013 0 Y Y Y 2.75 Annual No
11942679 031 0 Y 0 Y Y 2.75 Annual No
11942786 0 Y 0 Y Y 2.75 Annual No
11943453 021 773.98 N 100000 Y Y 2.75 Annual No
11943743 117 140.17 N 0 Y Y 2.75 Annual No
11945359 041 0 Y 25044 Y Y 2.75 Annual No
11949518 089 0 Y Y Y 2.75 Annual No
11952231 081 0 Y Y Y 2.75 Annual No
11955077 013 243.71 N Y Y 2.75 Annual No
11956562 001 0 N Y Y 2.75 Annual No
11956752 099 0 Y Y Y 2.75 Annual No
11958519 009 466.73 N Y Y 2.75 Annual No
11958881 073 0 Y Y Y 2.75 Annual No
11959186 085 0 Y Y Y 2.75 Annual No
11959335 085 0 Y 25000 Y Y 2.75 Annual No
11960937 161 1581.06 N Y Y 2.75 Annual No
11961414 061 0 N Y Y 2.75 Annual No
11964608 001 344.45 N Y Y 2.75 Annual No
11965324 013 407.93 N 72681.07 Y Y 2.75 Annual No
11966942 049 1879.57 N Y Y 2.75 Annual No
11966975 049 0 Y Y Y 2.75 Annual No
11967999 085 0 Y Y Y 2.75 Annual No
11968443 013 350.05 N Y Y 2.75 Annual No
11968492 121 1926.88 N Y Y 2.75 Annual No
11970530 031 1193.08 N Y Y 2.75 Annual No
11973245 013 659.29 N Y Y 2.75 Annual No
11973310 047 0 Y Y Y 2.75 Annual No
11976164 013 295.3 N Y Y 2.75 Annual No
11977170 127 783.85 N Y Y 2.75 Annual No
11979234 001 0 Y 93750 Y Y 2.75 Annual No
11979804 085 0 N Y Y 2.75 Annual No
11979937 013 373.48 N 250000 Y Y 2.75 Annual No
11982030 125 769.56 N 50000 Y Y 2.75 Annual No
11984515 125 997.47 N Y Y 2.75 Annual No
11984697 013 319.55 N Y Y 2.75 Annual No
11985660 057 185.96 N Y Y 2.75 Annual No
11985678 011 299.7 N Y Y 2.75 Annual No
11989225 013 297.85 N Y Y 2.75 Annual No
11989753 013 424.35 N Y Y 2.75 Annual No
11989779 125 666.56 N Y Y 2.75 Annual No
11990546 013 434.74 N 52000 Y Y 2.75 Annual No
11990579 083 0 N Y Y 2.75 Annual No
11991569 031 327.45 N 32320 Y Y 2.75 Annual No
11993508 013 354.31 N Y Y 2.75 Annual No
11993532 027 312.73 N Y Y 2.75 Annual No
12005500 123 327.65 N Y Y 2.75 Annual No
12006235 013 622.2 N Y Y 2.75 Annual No
12009148 081 0 N 100000 Y Y 2.75 Annual No
12012068 081 0 Y Y Y 2.75 Annual No
12013231 063 877.82 N Y Y 2.75 Annual No
12014759 013 331.57 N Y Y 2.75 Annual No
12015657 035 730.09 N Y Y 2.75 Annual No
12015749 013 0 Y Y Y 2.75 Annual No
12017612 127 1209.26 N Y Y 2.75 Annual No
12019196 059 0 N Y Y 2.75 Annual No
12019246 075 0 N 54000 Y Y 2.75 Annual No
12019444 003 444.69 N Y Y 2.75 Annual No
12019543 075 0 N Y Y 2.75 Annual No
12020434 037 0 N Y Y 2.75 Annual No
12025466 073 0 N 67884 Y Y 2.75 Annual No
12026209 073 211.24 N 48500 Y Y 2.75 Annual No
12028296 013 229.75 N 500000 Y Y 2.75 Annual No
12028460 013 402.14 N 92000 Y Y 2.75 Annual No
12028544 013 802.23 N Y Y 2.75 Annual No
12028783 113 700.7 N 12340 Y Y 2.75 Annual No
12031712 041 259.75 N Y Y 2.75 Annual No
12035564 001 0 N Y Y 2.75 Annual No
12038774 013 665.42 N 11100 Y Y 2.75 Annual No
12038865 013 287.79 N Y Y 2.75 Annual No
12039186 059 162.87 N Y Y 2.75 Annual No
12039541 111 0 N 0 Y Y 2.75 Annual No
12045605 031 351.08 N Y Y 2.75 Annual No
12047098 0 Y 0 Y Y 2.75 Annual No
12061636 055 0 Y Y Y 2.75 Annual No
12083051 013 384.32 N Y Y 2.75 Annual No
12085726 013 349.66 N Y Y 2.75 Annual No
1st Adj Per Adj Life
Account Number Cap Cap Cap Occupancy Purpose Property Maturity Date
-------------- ------- -------- ---- ----------------- -------------- -------- -------------
8498107 2 2 6 Primary Residence Cashout Refi Not Condo 11/1/31
8918344 2 2 6 Primary Residence Purchase Not Condo 12/1/29
8962599 2 2 5 Primary Residence Purchase Not Condo 11/1/29
9291386 2 2 5 Investor Property Purchase Not Condo 7/1/30
10021848 2 2 5 Primary Residence Purchase Not Condo 7/1/30
10032522 2 2 5 Primary Residence Purchase Not Condo 5/1/30
10125268 2 2 5 Primary Residence Purchase Not Condo 7/1/30
10135663 2 2 6 Primary Residence Rate/Term Refi Not Condo 7/1/31
10143535 2 2 6 Primary Residence Purchase Not Condo 7/1/30
10385029 2 2 6 Primary Residence Purchase Not Condo 7/1/30
10396117 2 2 5 Primary Residence Purchase Not Condo 7/1/30
10414258 2 2 5 Primary Residence Purchase Not Condo 7/1/30
10418283 2 2 5 Primary Residence Purchase Not Condo 10/1/30
10539351 2 2 5 Primary Residence Purchase Not Condo 10/1/30
10560514 2 2 5 Primary Residence Purchase Not Condo 11/1/31
10564599 2 2 6 Primary Residence Rate/Term Refi Not Condo 9/1/30
10652824 2 2 5 Primary Residence Purchase Not Condo 1/1/31
10867430 2 2 6 Primary Residence Purchase Not Condo 12/1/30
10955888 2 2 5 Primary Residence Purchase Not Condo 11/1/27
10964476 2 2 5 Primary Residence Rate/Term Refi Not Condo 3/1/31
10983591 2 2 5 Primary Residence Purchase Not Condo 1/1/31
10984896 2 2 5 Investor Property Purchase Not Condo 7/1/29
10986834 2 2 6 Primary Residence Purchase Not Condo 4/1/28
11031580 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11086139 2 2 5 Primary Residence Purchase Not Condo 12/1/31
11123528 2 2 5 Primary Residence Rate/Term Refi Not Condo 2/1/31
11215423 5 2 5 Primary Residence Rate/Term Refi Not Condo 5/1/31
11570546 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11574852 5 2 5 Primary Residence Purchase Not Condo 9/1/31
11599875 5 2 5 Primary Residence Purchase Not Condo 11/1/31
11647047 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11661089 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11661519 2 2 5 Investor Property Rate/Term Refi Not Condo 11/1/31
11672243 2 2 6 Investor Property Purchase Condo 9/1/31
11672771 2 2 5 Primary Residence Rate/Term Refi Not Condo 9/1/31
11685070 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11687423 2 2 6 Primary Residence Cashout Refi Not Condo 10/1/31
11689908 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11691292 2 2 5 Primary Residence Purchase Condo 11/1/31
11695210 2 2 6 Primary Residence Rate/Term Refi Not Condo 7/1/31
11695434 2 2 6 Primary Residence Rate/Term Refi Not Condo 10/1/31
11703303 2 2 5 Primary Residence Cashout Refi Not Condo 7/1/31
11709359 2 2 5 Primary Residence Rate/Term Refi Not Condo 9/1/31
11717683 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11718194 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11720703 2 2 6 Primary Residence Rate/Term Refi Not Condo 8/1/31
11722006 2 2 5 Primary Residence Purchase Not Condo 11/1/31
11722048 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11726742 Primary Residence Rate/Term Refi Not Condo 12/1/31
11728342 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11737921 2 2 5 Investor Property Rate/Term Refi Condo 10/1/31
11739117 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11739687 2 2 6 Primary Residence Purchase Not Condo 9/1/31
11742160 2 2 5 Primary Residence Rate/Term Refi Not Condo 8/1/31
11745122 2 2 5 Primary Residence Purchase Not Condo 9/1/31
11745585 2 2 5 Primary Residence Rate/Term Refi Not Condo 9/1/31
11745676 2 2 5 Primary Residence Rate/Term Refi Not Condo 9/1/31
11746534 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11747458 2 2 5 Primary Residence Purchase Condo 10/1/31
11747474 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11747482 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11747805 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11750452 2 2 5 Primary Residence Purchase Not Condo 9/1/31
11750577 2 2 5 Primary Residence Purchase Condo 11/1/31
11752565 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11754637 2 2 6 Primary Residence Purchase Not Condo 8/1/31
11758349 2 2 6 Primary Residence Rate/Term Refi Not Condo 9/1/31
11758430 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11759826 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11761400 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11767571 2 2 5 Primary Residence Purchase Not Condo 11/1/31
11772365 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11775426 Primary Residence Rate/Term Refi Not Condo 9/1/31
11777109 2 2 5 Primary Residence Purchase Not Condo 11/1/31
11782174 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11788049 2 2 6 Primary Residence Cashout Refi Not Condo 9/1/31
11790144 2 2 6 Primary Residence Cashout Refi Not Condo 9/1/31
11794385 2 2 5 Investor Property Purchase Not Condo 10/1/31
11796075 2 2 5 Primary Residence Purchase Not Condo 12/1/31
11796448 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11796976 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11800232 2 2 5 Primary Residence Purchase Not Condo 9/1/31
11801610 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11802162 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/26
11805538 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11805983 2 2 5 Primary Residence Cashout Refi Not Condo 9/1/31
11807666 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11809928 2 2 6 Primary Residence Cashout Refi Not Condo 9/1/31
11810355 2 2 5 Primary Residence Rate/Term Refi Not Condo 9/1/31
11810413 2 2 5 Primary Residence Purchase Not Condo 9/1/31
11812955 2 2 5 Primary Residence Purchase Not Condo 9/1/31
11816451 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11819000 2 2 5 Primary Residence Cashout Refi Not Condo 9/1/31
11819943 5 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11820958 2 2 5 Primary Residence Purchase Not Condo 9/1/31
11821287 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11824638 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11828746 2 2 5 Primary Residence Rate/Term Refi Not Condo 9/1/31
11830007 2 2 6 Primary Residence Rate/Term Refi Not Condo 10/1/31
11831443 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11832102 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11837267 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11838208 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11839248 2 2 6 Primary Residence Rate/Term Refi Not Condo 10/1/31
11843430 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11845856 2 2 5 Primary Residence Rate/Term Refi Not Condo 9/1/31
11847258 2 2 5 Primary Residence Cashout Refi Not Condo 9/1/31
11847357 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11847670 2 2 5 Primary Residence Purchase Condo 10/1/31
11850260 5 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11850500 2 2 6 Primary Residence Rate/Term Refi Not Condo 10/1/31
11851250 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11854379 2 2 5 Primary Residence Cashout Refi Not Condo 9/1/31
11856259 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11860251 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11860319 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11866191 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11866225 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11866258 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11866365 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11867397 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11869237 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/16
11870110 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11872983 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11874872 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11874955 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11874963 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11876729 2 2 5 Investor Property Rate/Term Refi Not Condo 11/1/31
11877313 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11877404 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11881604 2 2 5 Primary Residence Purchase Not Condo 11/1/31
11892585 2 2 5 Investor Property Purchase Not Condo 10/1/31
11893625 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11893997 2 2 5 Primary Residence Purchase Not Condo 11/1/31
11896412 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11896602 2 2 6 Primary Residence Purchase Not Condo 11/1/31
11896636 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11898913 5 2 5 Primary Residence Purchase Not Condo 11/1/31
11898970 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11899002 5 2 5 Primary Residence Purchase Not Condo 10/1/31
11901782 2 2 5 Primary Residence Rate/Term Refi Condo 11/1/31
11904364 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11905585 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11908167 2 2 5 Primary Residence Purchase Not Condo 11/1/31
11908829 2 2 5 Primary Residence Rate/Term Refi Not Condo 12/1/31
11910015 5 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11910619 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11910825 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11914918 2 2 5 Primary Residence Rate/Term Refi Condo 11/1/31
11915493 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11917994 2 2 5 Investor Property Purchase Not Condo 10/1/31
11918398 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11918422 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11918828 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11921418 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11921624 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11921731 2 2 5 Primary Residence Cashout Refi Condo 11/1/31
11921905 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11922960 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11922978 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11923018 2 2 6 Primary Residence Rate/Term Refi Not Condo 11/1/31
11926995 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11927530 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11928843 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11931797 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11932050 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11932530 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11938669 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11938735 2 2 6 Primary Residence Purchase Not Condo 10/1/31
11939196 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11939329 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11939592 2 2 6 Primary Residence Purchase Not Condo 10/1/31
11940236 2 2 6 Primary Residence Cashout Refi Not Condo 10/1/31
11940525 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11941192 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11941820 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11942331 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11942604 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11942679 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11942786 Primary Residence Rate/Term Refi Not Condo 12/1/31
11943453 2 2 5 Primary Residence Purchase Condo 10/1/31
11943743 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11945359 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11949518 2 2 5 Primary Residence Rate/Term Refi Not Condo 12/1/31
11952231 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11955077 2 2 6 Primary Residence Rate/Term Refi Not Condo 11/1/31
11956562 2 2 5 Primary Residence Rate/Term Refi Not Condo 12/1/31
11956752 2 2 6 Primary Residence Rate/Term Refi Condo 11/1/31
11958519 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11958881 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11959186 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11959335 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11960937 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11961414 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11964608 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11965324 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11966942 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11966975 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11967999 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11968443 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11968492 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11970530 2 2 5 Primary Residence Rate/Term Refi Condo 11/1/31
11973245 2 2 6 Primary Residence Rate/Term Refi Not Condo 11/1/31
11973310 2 2 6 Primary Residence Cashout Refi Not Condo 11/1/31
11976164 2 2 5 Primary Residence Rate/Term Refi Not Condo 10/1/31
11977170 2 2 6 Investor Property Purchase Not Condo 11/1/31
11979234 2 2 5 Primary Residence Purchase Not Condo 10/1/31
11979804 2 2 6 Primary Residence Cashout Refi Not Condo 11/1/31
11979937 2 2 6 Primary Residence Cashout Refi Not Condo 10/1/31
11982030 2 2 6 Primary Residence Cashout Refi Not Condo 11/1/31
11984515 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11984697 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11985660 2 2 5 Primary Residence Rate/Term Refi Not Condo 12/1/31
11985678 2 2 5 Primary Residence Rate/Term Refi Not Condo 12/1/31
11989225 2 2 5 Primary Residence Cashout Refi Not Condo 10/1/31
11989753 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11989779 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11990546 2 2 5 Primary Residence Purchase Not Condo 11/1/31
11990579 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
11991569 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11993508 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
11993532 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12005500 5 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
12006235 2 2 5 Primary Residence Purchase Not Condo 11/1/31
12009148 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12012068 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12013231 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12014759 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12015657 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12015749 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12017612 2 2 5 Primary Residence Rate/Term Refi Not Condo 12/1/31
12019196 5 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12019246 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12019444 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
12019543 2 2 6 Primary Residence Purchase Not Condo 11/1/31
12020434 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12025466 5 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
12026209 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
12028296 2 2 6 Primary Residence Purchase Not Condo 11/1/31
12028460 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
12028544 2 2 5 Primary Residence Rate/Term Refi Not Condo 12/1/31
12028783 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12031712 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
12035564 2 2 5 Primary Residence Cashout Refi Not Condo 11/1/31
12038774 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
12038865 2 2 6 Primary Residence Cashout Refi Not Condo 11/1/31
12039186 2 2 6 Primary Residence Rate/Term Refi Not Condo 11/1/31
12039541 2 2 6 Primary Residence Cashout Refi Not Condo 11/1/31
12045605 2 2 6 Primary Residence Cashout Refi Not Condo 11/1/31
12047098 Primary Residence Rate/Term Refi Not Condo 12/1/31
12061636 2 2 5 Primary Residence Purchase Not Condo 11/1/31
12083051 2 2 5 Primary Residence Cashout Refi Not Condo 12/1/31
12085726 2 2 5 Primary Residence Rate/Term Refi Not Condo 11/1/31
Exhibit G
---------
Request for Release of Documents and Receipt
RE: Mortgage Loan #___________________________________
BORROWER: __________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Seller's Purchase, Warranties and Servicing Agreement (the
"Agreement") between the Seller, the Servicer and the Purchaser, the
undersigned hereby certifies that he or she is an officer of the Servicer
requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was
paid in full or the Servicer has been notified that payment
in full has been or will be escrowed.
_____ The above captioned loan is being repurchased pursuant to
the terms of the Agreement. The Servicer hereby certifies
that the repurchase price has been credited to the
Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure
and the original documents are required to proceed with
the foreclosure action. The Servicer hereby certifies
that the documents will be returned to the Purchaser in
the event of reinstatement.
_____ Other (explain)
____________________________________________________________
____________________________________________________________
All capitalized terms used herein and not defined shall have the meanings
assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the
Agreement, please release to the Servicer all original mortgage documents
in your possession relating to this loan.
Dated:_________________ By:________________________________
Signature
________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgment:
Purchaser hereby acknowledges that all original documents previously
released on the above captioned mortgage loan have been returned and
received by the Purchaser.
Dated:_________________ By:________________________________
Signature
________________________________
Title
Exhibit H
---------
Form of Bring Down Letter
[Seller's Letterhead]
_____, 200_
Goldman Sachs Mortgage Company
85 Broad Street
New York, NY 10004
Attention: Kevin G. Chavers
Tel: (212) 902-6628
Fax: (212) 346-3568
Re: Seller's Purchase, Warranties and Servicing Agreement,
dated as of December 1, 2001
------------------------------------------------------
Ladies and Gentlemen:
Reference is made to Section 10.01(b)(iii) of the referenced
Seller's Purchase, Warranties and Servicing Agreement, dated as of December
1, 2001 (the "Agreement"), among Goldman Sachs Mortgage Company, as
Purchaser, Bank One, N.A., as Seller and as Servicer. Capitalized terms
used herein and not otherwise defined have the meanings set forth in the
Agreement.
Pursuant to such Section 10.01(b)(iii), we hereby notify you that
the representations and warranties set forth in Sections 3.02 and 3.03 of
the Agreement with respect to the Mortgage Loans identified on Exhibit A
hereto are being remade by us as of ____, 200_ (the "Bring-Down Date").
This letter will be the only document evidencing our obligation to
make the representations and warranties set forth in Sections 3.02 and 3.03
with respect to the Mortgage Loans as of the Bring-Down Date. Reference is
made to Section 3.04 of the Agreement for the procedures to be followed by
the parties to the Agreement in the event of any breach of a representation
and warranty and the remedies therefore.
Very truly yours,
BANK ONE, N.A.
By: ____________________
Name:
Title:
Exhibit I
---------
Form of Opinion of Counsel to Seller
See Attached
Exhibit J
---------
Form of Custodial Agreement
See Attached