SPECIAL SUB-SERVICING AGREEMENT among COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE HOME SERVICING LP, CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, SUNFISH MORTGAGE FUND LTD. and LITTON LOAN SERVICING LP
among
COUNTRYWIDE
HOME LOANS, INC.,
COUNTRYWIDE
HOME SERVICING LP,
CREDIT-BASED
ASSET SERVICING AND SECURITIZATION LLC,
SUNFISH
MORTGAGE FUND LTD.
and
▇▇▇▇▇▇
LOAN SERVICING LP
March
1,
2005
Table
of Contents
ARTICLE
I DEFINITIONS
|
Section
1.01
|
Definitions
Incorporated by Reference.
|
ARTICLE
II DELINQUENT
MORTGAGE LOANS
|
Section
2.01
|
Reporting
of Delinquent Mortgage Loans.
|
|
Section
2.02
|
Advisory
Rights of Residual Holder.
|
ARTICLE
III SPECIALLY
SERVICED MORTGAGE LOANS AND SPECIAL SERVICING PROCEDURES
|
Section
3.01
|
Designation
of Specially Serviced Mortgage Loans.
|
|
Section
3.02
|
Sub-Servicing
of Specially Serviced Mortgage Loans.
|
|
Section
3.03
|
Termination
of Special Sub-Servicer for Default.
|
|
Section
3.04
|
Early
Termination of Residual Holder’s Advisory Rights and The Designation of
Additional Delinquent Mortgage Loans as Specially Serviced Mortgage
Loans
|
|
Section
3.05
|
Transfer
of Sub-servicing to Company Following Repurchase of Specially Serviced
Mortgage Loan
|
|
Section
3.06
|
Transfer
of Sub-servicing to Company
|
|
Section
3.07
|
No
Other Termination
|
|
Section
3.08
|
Special
Sub-servicer Not to Resign; Appointment of Successor Special
Sub-Servicer.
|
ARTICLE
IV Auditing
Rights
|
Section
4.01
|
Review
of the CHL’s and /or CSLP’s Servicing Activities
|
|
Section
4.02
|
Review
of the Special Sub-Servicer’s Sub-Servicing Activities
|
ARTICLE
V REPRESENTATIONS
AND WARRANTIES
|
Section
5.01
|
Organizational
and Other Related Warranties of C-BASS
|
|
Section
5.02
|
Organizational
and Other Related Warranties of the Company
|
|
Section
5.03
|
Organizational
and Other Related Warranties of the Special Sub-Servicer
|
|
Section
5.04
|
Organizational
and Other Related Warranties of Sunfish
|
ARTICLE
VI MISCELLANEOUS
PROVISIONS
|
Section
6.01
|
Resecuritization
of Residual Certificates.
|
|
Section
6.02
|
Indemnification.
|
|
Section
6.03
|
Amendment.
|
|
Section
6.04
|
Counterparts.
|
|
Section
6.05
|
Governing
Law.
|
|
Section
6.06
|
Notices.
|
|
Section
6.07
|
Survival
of Representations and Warranties; Severability of
Provisions.
|
|
Section
6.08
|
Successors
and Assigns.
|
|
Section
6.09
|
Definitions.
|
|
Section
6.10
|
Article
and Section Headings.
|
|
Section
6.11
|
Confidentiality.
|
|
Section
6.12
|
Registered
Certificates.
|
|
Section
6.13
|
No
Partnership.
|
|
Section
6.14
|
Effect
of Termination of Sub-servicing Rights or Resignation of Special
Sub-Servicer.
|
|
Exhibit
A
|
Form
of Confirmation
|
|
Exhibit
B
|
Certain
Compliance Matters
|
|
Schedule
I
|
|
|
Schedule
II
|
Special
Servicing Transfer Procedures
|
|
Schedule
III
|
Request
for Release of Documents
|
|
Schedule
IV
|
Form
of Officer’s Certification
|
This
Special Sub-Servicing Agreement (this “Agreement”)
among
Countrywide Home Loans, Inc. (“CHL”),
Countrywide Home Loans Servicing LP (“CSLP”
and,
together with CHL, the “Company”),
Sunfish Mortgage Fund Ltd. (“Sunfish”),
Credit-Based Asset Servicing and Securitization LLC (“C-BASS”
and,
together with Sunfish, as holders of the Residual Certificates identified on
Schedule I, the “Residual
Holder”)
and
▇▇▇▇▇▇ Loan Servicing LP, an affiliate of C-BASS, as special Sub-Servicer (the
“Special
Sub-Servicer”)
shall
be effective as of March 1, 2005.
PRELIMINARY
STATEMENT
WHEREAS,
the Residual Holder has purchased certain classes of subordinate mortgage
pass-through certificates (each, a “Residual
Certificate”
and
collectively, the “Residual
Certificates”)
of the
series (each, a “Series”)
identified on Schedule I hereto (such Schedule I, as may be updated (and each
such updated Schedule I shall supercede any and all prior Schedule I hereto)
to
reflect (i) the purchase from time to time by the Residual Holder of Residual
Certificates of a Series and (ii) the sale from time to time by the Residual
Holder of Residual Certificates, the “Schedule
I”)
that
were issued by a trust in exchange for a pool of mortgage loans (the
“Mortgage
Loans”)
deposited into such trust by an affiliate of the Company, pursuant to a pooling
and servicing agreement entered into between such affiliate, CHL and/or CSLP
and
the trustee named therein (the “Trustee”)
(each,
a “Pooling
and Servicing Agreement”
and
collectively, the “Pooling
and Servicing Agreements”),
and
evidence an undivided ownership interest in the related pool of Mortgage
Loans;
WHEREAS,
each Residual Certificate evidences an ownership interest in the related pool
of
Mortgage Loans;
WHEREAS,
pursuant to the related Pooling and Servicing Agreement, CHL or CSLP has been
designated as the servicer of the Mortgage Loans related to the Series;
and
WHEREAS,
in connection with the purchase by the Residual Holder of the Residual
Certificates, the Residual Holder and the Company have agreed that (i) with
respect to each Mortgage Loan which becomes thirty (30) or more days delinquent
in accordance with the OTS delinquency reporting method (each such Mortgage
Loan, a “Delinquent
Mortgage Loan”),
the
Residual Holder shall have certain advisory rights with respect to the Company’s
servicing of the Delinquent Mortgage Loans; and (ii) with respect to certain
Series designated by the Residual Holder as “▇▇▇▇▇▇ Specially Serviced Series”
(as indicated on Schedule I), in the event a Delinquent Mortgage Loan of such
Series becomes sixty (60) or more days delinquent in accordance with the OTS
delinquency reporting method (each such Delinquent Mortgage Loan, a
“Specially
Serviced Mortgage Loan”),
the
Special Sub-Servicer shall commence the sub-servicing thereof, all on the terms
and conditions contained herein.
NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, the Company, the Residual Holder and the Special Sub-Servicer hereby
agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Definitions
Incorporated by Reference.
Capitalized
terms used but not otherwise defined in this Agreement shall have the respective
meaning ascribed thereto as set forth in the related Pooling and Servicing
Agreement.
ARTICLE
II
DELINQUENT
MORTGAGE LOANS
Section
2.01 Reporting
of Delinquent Mortgage Loans.
(a) To
the
extent and for so long as the Residual Certificates of a Series are outstanding
and held by the Residual Holder, the Company, as Servicer of the Mortgage Loans
related to each Series, shall provide to the Residual Holder an electronic
file
containing the following information on a monthly basis within three (3)
business days after each Distribution Date; provided, however, that the
information provided hereunder shall be consistent with the information provided
to the Trustee pursuant to the related Pooling and Servicing
Agreement:
| (1) |
With
respect to each Series of Residual Certificates, the number and aggregate
unpaid principal balance of the Mortgage Loans which are delinquent
one,
two and three months or more, together with the unpaid principal
balance
of each Mortgage Loan which is delinquent, one, two and three months
or
more;
|
| (2) |
With
respect to each Series of Residual Certificates, the (i) number and
aggregate Principal Balance of Mortgage Loans with respect to which
Commencement of Foreclosure (as hereinafter defined) has occurred,
and
(ii) the number and aggregate book value (if available) of Mortgaged
Properties which have been acquired through foreclosure of the related
Mortgage Loans, the acceptance of a deed in lieu of foreclosure or
the
exercise of other rights respecting the applicable Trustee’s security
interest in the Mortgage Loans, and with respect to each Mortgage
Loan,
the (i) unpaid principal balance of each such Mortgage Loan with
respect
to which Commencement of Foreclosure has occurred, and (ii) the book
value
(if available) of Mortgaged Property acquired through foreclosure
of the
related Mortgage Loan, the acceptance of a deed in lieu of foreclosure
or
exercise of other rights respecting the Trustee’s security interest in the
related Mortgage Loan; and
|
| (3) |
With
respect to each Series, the amount of Realized Losses allocable to
the
Certificates on the related Distribution Date and, with respect to
each
Mortgage Loan, the amount of Realized Losses attributable to such
Mortgage
Loan on the related Distribution
Date.
|
(b) For
purposes of this Agreement, “Commencement
of Foreclosure”
shall
mean the first official action required under local law in order to commence
foreclosure proceedings or to schedule a trustee’s sale under a deed of trust,
including (i) in the case of a mortgage, any filing or service of process
necessary to commence an action to foreclose, or (ii) in the case of a deed
of
trust, the posting, publishing, filing or delivery of a notice of sale, but
not
including in either case (x) the filing or delivery of any notice of default,
or
notice of intent to foreclose or sell or any other action which is a
prerequisite to the actions specified in (i) or (ii) above, or (y) the
acceptance of a deed-in-lieu of foreclosure (whether in connection with a sale
of the related Mortgaged Property or otherwise) or (z) initiation and completion
of a short pay-off of a Mortgage Loan.
(c) Except
as
required by this Section 2.01,
it is
understood and agreed that the Company shall have no obligation to provide
any
written report or other information to the Residual Holder which the Company
is
not otherwise required to provide to the Trustee under the terms and conditions
of the applicable Pooling and Servicing Agreement, provided, however, the
Company shall use reasonable efforts to provide to the Residual Holder such
additional information pertaining to the Delinquent Mortgage Loans as the
Residual Holder may reasonably request and the Residual Holder will reimburse
the Company for any reasonable out-of-pocket expenses incurred by it in
providing such additional information.
Section
2.02 Advisory
Rights of Residual Holder.
(a) At
any
time prior to the designation of a Delinquent Mortgage Loan as a Specially
Serviced Mortgage Loan, the Residual Holder may contact the Company’s servicing
personnel to obtain information regarding any action which the Company proposes
to take with respect to such Delinquent Mortgage Loan and the Company agrees
to
consult with the Residual Holder concerning any such proposed action, including,
without limitation, any proposal to commence foreclosure proceedings, to accept
a deed-in-lieu of foreclosure, to consent to a sale of Mortgaged Property at
a
loss, or, if permitted under the terms of the related Pooling and Servicing
Agreement, to purchase a Delinquent Mortgage Loan. It is understood and agreed
that the Residual Holder shall merely have the right to offer suggestions and
advice to the Company with respect to the servicing of the Delinquent Mortgage
Loan, but shall have no ability to direct the Company’s servicing activities
with respect to such Delinquent Mortgage Loan.
(b) In
the
event the Company agrees to purchase a Delinquent Mortgage Loan at the Residual
Holder’s request, the Residual Holder shall deliver to the Company, within forty
eight (48) hours of its notice to the Company, an amount equal to the purchase
price and other funds necessary for the Company to accomplish the purchase
of
such Delinquent Mortgage Loan from the Trustee under the terms of the applicable
Pooling and Servicing Agreement, plus an amount equal to (i) all unreimbursed
Servicing Advances and Advances; and all accrued and unpaid or unreimbursed
Master Servicing Fees due with respect to such Specially Serviced Mortgage
Loan
as of the date of purchase from the Trustee. Upon receipt of such amount, the
Company shall promptly take all action necessary under the terms of the related
Pooling and Servicing Agreement in order to accomplish such purchase (i.e.,
to
provide any required notification to the Trustee) and to deliver title to such
Delinquent Mortgage Loan to the Residual Holder.
ARTICLE
III
SPECIALLY
SERVICED MORTGAGE LOANS
AND
SPECIAL SERVICING PROCEDURES
Section
3.01 Designation
of Specially Serviced Mortgage Loans.
(a) The
Residual Holder, in its sole discretion, shall designate each Series for which
the Special Sub-Servicer shall be appointed to specially service Delinquent
Mortgage Loans of such Series as contemplated by this Article III, which
designation shall be reflected on Schedule I hereto. This Article III shall
be
applicable only with respect to such Delinquent Mortgage Loans underlying
Residual Certificates of a Series designated as described in the prior
sentence.
With
respect to any Series designated by the Residual Holder in accordance with
the
prior sentence, the Special Sub-Servicer shall be entitled to the payment of
a
special servicing premium (the “Special
Servicing Premium”)
set
forth in the terms of the purchase agreement (which may be in the form of a
trade ticket) relating to the applicable Residual Certificates executed by
the
Residual Holder in its normal course of business; provided, however, that the
Residual Holder in no event shall pay more than 17 basis points of the purchase
price of the related Target Asset (as defined in the Target Asset Purchase
Agreement, dated as of the date hereof, among CHL, Sunfish, C-BASS and Sunfish
Management Group LLC) as compensation to the Special Sub-Servicer for special
servicing with respect to such Target Asset, without the consent of the holders
of a majority of the outstanding Class A Shares and Class B Shares of Sunfish.
The Special Servicing Premium shall be paid to the Company by the Residual
Holder and upon receipt thereof by the Company, the Company shall pay the
Special Servicing Premium to the Special Sub-Servicer.
The
addition of any Series under the terms of this Agreement and the related pool
of
Mortgage Loans underlying such additional Series shall be conditioned upon
and
evidenced by the Company’s, the Residual Holder’s and the Special Sub-Servicer’s
execution of a letter substantially in the form of Exhibit A
hereto
(the “Confirmation”)
and
the payment of the Special Servicing Premium, if any, specified therein. Upon
the full execution of the Confirmation and the payment of the Special Servicing
Premium, if any, specified therein, Schedule
I shall
be
deemed to have been amended to reflect the addition of the Series identified
therein and the related pool of Mortgage Loans underlying such additional
Residual Certificates.
(b) Each
Delinquent Mortgage Loan of a designated Series shall be deemed to be a
Specially Serviced Mortgage Loan as of the sixtieth (60th)
day of
delinquency (determined in accordance with the OTS delinquency reporting
method). The Special Sub-Servicer shall commence the sub-servicing of such
Specially Serviced Mortgage Loan as of the first day of the month following
the
month in which such Delinquent Mortgage Loan becomes a Specially Serviced
Mortgage Loan (the “Effective
Date”).
Notwithstanding the foregoing, to the extent (i) borrower under a Delinquent
Mortgage Loan has initiated litigation relating to the origination practices
of
the originator or relating to the servicing practices of the Company, which
in
the reasonable judgment of the Company and the Special Sub-Servicer is a
putative class action claim; (ii) the underlying Mortgaged Property is subject
to any claim relating to the existence of any toxic or hazardous substances
with
respect to such property or a claim of a violation of any local, state or
federal environmental law, rule or regulation; (iii) a Specially Serviced
Mortgage Loan reinstates to a current or less than 60 days delinquent status
(determined in accordance with the OTS delinquency method) before the Mortgagor
notification (i.e.,
the
“goodbye
letter”)
is
sent; or (iv) a forbearance or workout plan has been entered into with the
Mortgagor(s) related to the Specially Serviced Mortgage Loan, such Specially
Serviced Mortgage Loan shall be deemed a Delinquent Mortgage Loan or a Mortgage
Loan, as applicable, and the sub-servicing thereof shall not be transferred
to
the Special Sub-Servicer; provided however, in the event a borrower under a
forbearance or workout plan misses two or more consecutive payments under such
plan or otherwise becomes 120 days or more delinquent (determined in accordance
with the OTS delinquency reporting method), such Delinquent Mortgage Loan shall
be deemed a Specially Serviced Mortgage Loan as of such 120th
day of
delinquency and shall be transferred to the Special Sub-Servicer as contemplated
herein. With respect to each Specially Serviced Mortgage Loan to be sub-serviced
by the Special Sub-Servicer, the Special Sub-Servicer shall, no later than
the
thirteenth (13th)
day of
the month following the month in which such Delinquent Mortgage Loan became
a
Specially Serviced Mortgage Loan (or if the thirteenth (13th)
day
falls on a weekend or holiday, then the preceding business day), pay to the
Company an amount equal to all unreimbursed Advances and Servicing Advances
which have been made by the Company with respect to such Specially Serviced
Mortgage Loan, plus all accrued and unpaid or unreimbursed Master Servicing
Fees
due with respect to such Specially Serviced Mortgage Loan as of the date of
the
sub-servicing is to be transferred. The Company shall provide to the Special
Sub-Servicer reasonable detail setting forth the amount and nature of such
Advances and Servicing Advances and the calculation of such Master Servicing
Fees.
(c) In
order
to transfer the sub-servicing of the Specially Serviced Mortgage Loans to the
Special Sub-Servicer, the Company and the Special Sub-Servicer shall comply
with
their respective obligations contained in the transfer procedures set forth
in
Schedule II hereof.
Section
3.02 Sub-Servicing
of Specially Serviced Mortgage Loans.
(a) The
Company shall provide the Special Sub-Servicer with a true and correct copy
of
the applicable Pooling and Servicing Agreement as soon as practicable after
receipt of the Confirmation relating to such Series. Except as otherwise
expressly provided herein, the Special Sub-Servicer shall sub-service each
Specially Serviced Mortgage Loan in compliance with the terms and conditions
of
the related Pooling and Servicing Agreement and the Special Sub-Servicer shall
succeed to and undertake all rights, duties and obligations of the Company
to
service the Specially Serviced Mortgage Loans in accordance with the terms
of
the applicable Pooling and Servicing Agreement, (including, without limitation,
the obligation to make Advances and Servicing Advances with respect to the
Specially Serviced Mortgage Loans, the right to purchase (or cause the Company
to purchase) the Specially Serviced Mortgage Loans from the related Trustee,
the
right to receive a Master Servicing Fee following the related Effective Date
with respect to Specially Serviced Mortgage Loans and the right to reimbursement
of Advances and Servicing Advances made by the Special Sub-Servicer with respect
to Specially Serviced Mortgage Loans).
(b) For
each
Series, the Special Sub-Servicer shall establish and maintain a separate account
with a depository institution which complies with the same requirements for
a
Certificate Account as set forth in the applicable Pooling and Servicing
Agreement (the “Collection
Account”).
With
respect to each Specially Serviced Mortgage Loan, the Special Sub-Servicer
(i)
shall deposit into the related Collection Account all amounts which the Company
would otherwise be required to deposit into the Certificate Account on behalf
of
such Specially Serviced Mortgage Loan under the terms and conditions of the
applicable Pooling and Servicing Agreement; and (ii) may withdraw from the
related Collection Account all amounts which the Company would otherwise be
permitted to withdraw from the Certificate Account under the terms and
conditions of the applicable Pooling and Servicing Agreement. In addition,
to
the extent required by the related Mortgage Note and not violative of current
law, the Special Sub-Servicer shall establish and maintain one or more accounts
(each, a “Sub-Servicer
Escrow Account”)
and
deposit and retain therein all collections from the Mortgagors (or advances
by
the Master Servicer) for the payment of taxes, assessments, hazard insurance
premiums or comparable items for the account of the Mortgagors. The Sub-Servicer
Escrow Account shall satisfy all of the terms and conditions relating to Escrow
Accounts in the related Pooling and Servicing Agreement, including without
limitation, the terms and conditions relating to deposits into, and withdrawals
from, the Escrow Accounts.
(c) No
later
than the eighteenth (18th)
day of
each month (or if the eighteenth (18th)
day
falls on a weekend or holiday, then the preceding business day) (the
“Special
Sub-Servicer Remittance Date”),
the
Special Sub-Servicer shall remit to the Company, with respect to each Specially
Serviced Mortgage Loan, an amount which is equal to the amount which the Company
is required to remit to the Trustee for such Specially Serviced Mortgage Loan
under the terms and conditions of the applicable Pooling and Servicing
Agreement. Without limiting the foregoing, the amount remitted by the Special
Sub-Servicer shall include, all payments on account of principal on such
Specially Serviced Mortgage Loan, all payments on account of interest on such
Specially Serviced Mortgage Loan, net of the related Master Servicing Fee and
all required Advances, together with a report in such detail as may be required
to allow the Company to deliver on a timely basis all information which the
Company is required to deliver to the Trustee under the applicable Pooling
and
Servicing Agreement. In addition, within 5 days of its receipt thereof (or
such
other period of time as may be agreed upon from time to time by the Company
and
the Special Sub-Servicer), the Special Sub-Servicer shall remit to the Company
any Insurance Proceeds, Liquidation Proceeds received with respect to any
Specially Sub-Serviced Mortgage Loan, and Principal Prepayments, together with
a
report relating to such remittance in such detail as may be required to allow
the Company to deliver on a timely basis all information which the Company
is
required to deliver to the Trustee under the applicable Pooling and Servicing
Agreement. It is understood and agreed that to the extent the Special
Sub-Servicer remits to the Company Insurance Proceeds, Liquidation Proceeds
and
Principal Prepayments related to any Specially Sub-Serviced Mortgage Loan within
the time frames required by the preceding sentence, the Special Sub-Servicer
shall have no obligation to remit to the Company any Prepayment Interest
Shortfall related to such Specially Sub-Serviced Mortgage Loan for the month
in
which such Insurance Proceeds, Liquidation Proceeds and Principal Prepayments
were received. Each such report shall be accompanied by an Officer’s
Certification in substantially the form attached hereto as Schedule
IV.
(d) The
Special Sub-Servicer shall make all remittances with respect to the Specially
Serviced Mortgage Loans underlying the related Series of Residual Certificates,
to the Company by wire transfer to the accounts related to such Series as
identified in the Custodial Account Schedule attached to the applicable
Confirmation.
(e) One
day
prior to the Special Sub-Servicer Remittance Date, the Special Sub-Servicer
shall notify the Company in writing by facsimile or e-mail of the total amount
of any such remittance. The Special Sub-Servicer shall provide to the Company
reports in a form and in such detail as may be required by the Company in order
to properly account for, and apply all funds remitted to the Company hereunder
and permit compliance by the Company with its obligations under the applicable
Pooling and Servicing Agreement; provided, however, such report shall not be
required to be delivered earlier than the 10th
calendar
day of any month (or such other day as may be agreed upon from time to time
by
the Company, and the Special Sub-Servicer).
(f) Intentionally
Omitted.
(g) To
the
extent the Special Sub-Servicer requires the original promissory note, deed
or
trust or mortgage or other document from the collateral file of a Specially
Serviced Mortgage Loan in connection with the performance of its duties
hereunder, the Special Sub-Servicer shall send a written request signed by
an
authorized officer of the Special Sub-Servicer seeking the release of such
document(s) on the form attached hereto as Schedule
III.
The
Company shall use its reasonable best efforts to obtain such document(s) from
the Trustee, or the appropriate custodian that is maintaining such document(s)
on behalf of the applicable Trustee, as applicable.
(h) When
available in a particular county or other jurisdiction, the Special Sub-Servicer
shall consider using the services of CTC Real Estate Services to conduct the
foreclosure of a Specially Serviced Mortgage Loan under CTC Real Estate
Services’ standard terms and conditions, including fees.
(i) Notwithstanding
any provision herein to the contrary, the Special Sub-Servicer shall: (i) in
no
event be obligated to effect any cure or remedy in connection with a deficiency
in the documentation for any Specially Serviced Mortgage Loan to the extent
such
deficiency existed at the time such Mortgage Loan became a Specially Serviced
Mortgage Loan; or (ii) have any responsibility for any obligations, duties,
or
liabilities of the Company with respect to the servicing of a Specially Serviced
Mortgage Loan that arose prior to the related Effective Date for such Specially
Serviced Mortgage Loan, other than those which would customarily be assumed
after the Effective Date.
(j) The
Special Sub-Servicer and the Residual Holder hereby agree that, in the event
either of them chooses to request that the Company cure or otherwise remedy
any
breach concerning the compliance matters described on Exhibit
B
hereto
(as such Exhibit may be amended from time to time by agreement among the C-BASS
Member on behalf of the Manager on behalf of the Residual Holder, ▇▇▇▇▇▇ and
the
Company) (a “Compliance
Breach”)
with
respect to any Specially Serviced Mortgage Loan originated by the Company or
pursuant to the Company’s correspondent lending program or wholesale lending
program, the Special Sub-Servicer or Residual Holder, as the case may be, will
only make such request where the Special Sub-Servicer or the Residual Holder,
as
the case may be, has determined that such Compliance Breach materially and
adversely affects the related Specially Serviced Mortgage Loan and has resulted
in a Realized Loss on such Specially Serviced Mortgage Loan. Nevertheless,
the
Special Sub-Servicer and the Residual Holder may advise the Company that the
Special Sub-Servicer or the Residual Holder reasonably believes that a Realized
Loss may result from any Compliance Breach relating to any Delinquent Mortgage
Loan. Subject to the terms and conditions of the Pooling and Servicing
Agreement, nothing in this Section 3.02(j)
shall
restrict the Company from electing, in its own discretion, to remedy, any
Compliance Breach prior to the occurrence of a Realized Loss or possible
Realized Loss. The Special Sub-Servicer and Residual Holder further agree that
neither of them have the right to request or demand that the Company repurchase
any Mortgage Loan based solely upon any valuation (including, without
limitation, any dispute over the amount, method, or adequacy of such valuation)
of the related mortgaged property in connection with the origination of such
Mortgage Loan and not otherwise related to a material breach of the Company’s
representations and warranties under the related Pooling and Servicing
Agreement. Nothing contained herein shall be construed to mean that the Company
has expressed any representation or warranty, or has any responsibility,
concerning the accuracy, completeness or validity of any such
valuation.
(k) Notwithstanding
the foregoing, and to the extent not prohibited by the related Pooling and
Servicing Agreement, the Company and Special Sub-Servicer agree to the
Operational Requirements listed on Exhibit C attached hereto and made a part
hereof.
Section
3.03 Termination
of Special Sub-Servicer for Default.
(a) The
Company shall have the right, immediately upon written notice, to terminate
the
Special Sub-Servicer’s right and obligation to sub-service all of the Specially
Serviced Mortgage Loans of a Series in the event (each such event, an
“Event
of Default”)
of:
(i) any
failure by the Special Sub-Servicer to remit to the Company for distribution
to
the Certificateholders of a Series any payment (including without limitation,
any failure to make any required Advance) required to be made under the terms
of
this Agreement or the related Pooling and Servicing Agreement which continues
unremedied for a period of one day after the date upon which written notice
of
such failure, requiring the same to be remedied, shall have been given to the
Special Sub-Servicer by the Company; or
(ii) any
failure on the part of the Special Sub-Servicer duly to observe or perform
in
any material respect any other of the covenants or agreements in the applicable
Pooling and Servicing Agreement which continues unremedied for the period of
time, if any, in which such breach must be cured; or
(iii) any
failure on the part of the Special Sub-Servicer duly to observe or perform
in
any material respect any other of the covenants or agreements on the part of
the
Special Sub-Servicer contained in this Agreement (including any breach of the
Special Sub-Servicer’s representations and warranties contained in
Section 5.03
hereof,
which materially and adversely affects the interests of the Certificateholders
of a Series) which continues unremedied for a period of 30 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Special Sub-Servicer by the Company;
or
(iv) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of
its
affairs, shall have been entered against the Special Sub-Servicer and such
decree or order shall have remained in force undischarged or unstayed for a
period of 60 consecutive days; or
(v) the
Special Servicer shall consent to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshalling of assets
and
liabilities or similar proceedings of or relating to the Special Sub-Servicer
or
of or relating to all or substantially all of its property; or
(vi) the
Special Sub-Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of or otherwise
voluntarily commence a case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar statute, make an assignment for
the
benefit of its creditors, or voluntarily suspend payment of its
obligations.
(b) If
an
Event of Default as described in clauses (iii), (iv), (v) or (vi) above shall
occur, then, and in each and every such case, upon receipt of written notice
from the Company, the Special Sub-Servicer shall immediately remit to the
Company all amounts in the Collection Accounts and the Sub-Servicer Escrow
Accounts and all rights of the Special Sub-Servicer to sub-service the Specially
Serviced Mortgage Loans shall terminate. If an Event of Default as described
in
clauses (i) or (ii) above shall occur, then, and in each and every such case,
upon receipt of written notice from the Company, the Special Sub-Servicer shall
immediately remit to the Company all amounts in the related Collection Account
and the related Escrow Accounts and all rights of the Special Sub-Servicer
to
service the Specially Serviced Mortgage Loans of each affected Series shall
terminate. Following the receipt of written notice from the Company as provided
above, all authority and power of the Special Sub-Servicer to sub-service all,
or the affected Specially Serviced Mortgage Loans, as applicable, shall pass
to
and be vested in the Company pursuant to and under this
Section 3.03,
and the
Special Sub-Servicer shall do all things necessary to effect a transfer of
the
sub-servicing rights back to the Company. In this regard, the Company is hereby
authorized and empowered to execute and deliver, on behalf of the Special
Sub-Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the affected Specially
Serviced Mortgage Loans and related documents, or otherwise. The Special
Sub-Servicer agrees to cooperate with the Company in implementing the
termination of the Special Sub-Servicer’s responsibilities and rights hereunder,
including, without limitation, the transfer to the Company or its appointed
agent for administration by it of all amounts in the possession of the Special
Sub-Servicer or thereafter be received with respect to the Specially Serviced
Mortgage Loans and the transfer of the sub-servicing rights back to the
Company.
Section
3.04 Early
Termination of Residual Holder’s Advisory Rights and The Designation of
Additional Delinquent Mortgage Loans as Specially Serviced Mortgage
Loans.
With
respect to each Series of Residual Certificates, the rights and obligations
of
the Residual Holder and the Company that are set forth in Article II of this
Agreement shall be of no further force and effect and no additional related
Delinquent Mortgage Loan shall become or be deemed to be a Specially Serviced
Mortgage Loan pursuant to the provisions of Section 3.03,
on and
after the earliest to occur of the date on which (i) the Residual Holder no
longer owns at least fifty one percent (51%) of the most subordinate Residual
Certificate of such Series; (ii) the date on which a rating agency downgrades
any Certificate of the same Series as the applicable Residual Certificates
as a
result of the transfer of the sub-servicing rights to the Special Sub-Servicer
pursuant to this Agreement; or (iii) the termination of the Company as the
servicer under related Pooling and Servicing Agreement (each of the events
described in items (i), (ii) and (iii) above, an “Early
Termination Event”).
At
any time following the occurrence of an Early Termination described in items
(i), (ii) or (iii) above, the Company may elect to terminate the Special
Sub-Servicer’s right to sub-service any Specially Serviced Mortgage Loans in the
affected Series by providing at least fifteen (15) days written notice to the
Special Sub-Servicer. Upon the occurrence of an Early Termination Event
described in item (iii) above, the Special Sub-Servicer’s right to sub-service
any Specially Serviced Mortgage Loans in the affected Series shall be terminated
immediately.
Section
3.05 Transfer
of Sub-servicing to Company Following Repurchase of Specially Serviced Mortgage
Loan.
In the
event the Company is required by the applicable Trustee to repurchase any
Specially Serviced Mortgage Loan under the terms of the applicable Pooling
and
Servicing Agreement, the Company shall terminate the Special Sub-Servicer’s
right to sub-service any such Specially Serviced Mortgage Loan by providing
at
least fifteen (15) days written notice to the Special Sub-Servicer.
Further,
if the Company or other entity entitled thereto exercises its right to purchase
all of the Mortgage Loans in a Trust Fund pursuant to an optional termination
provision under the related Pooling and Servicing Agreement, the servicing
of
any related Specially Serviced Mortgage Loans with respect to which foreclosure
proceedings have not been commenced shall be transferred promptly by the Special
Sub-Servicer to the Company in accordance with transfer provisions provided
herein.
Section
3.06 Transfer
of Sub-servicing to Company.
Upon
any termination of the Special Sub-Servicer’s rights to sub-service any
Specially Serviced Mortgage Loans, the Special Sub-Servicer shall re-transfer
such sub-servicing rights to the Company in a manner similar to the transfer
of
the servicing of the Specially Serviced Mortgage Loans to the Special
Sub-Servicer as described in Schedule
II
hereto.
Within 5 business days after the date the servicing of such Specially Serviced
Mortgage Loans is transferred back to the Company (or such other period of
time
as may be agreed upon from time to time by the parties hereto), the Company
shall reimburse the Special Sub-Servicer for any unreimbursed Advances and
Servicing Advances made by the Special Sub-Servicer (including any amounts
representing reimbursement of advances made by the Special Sub-Servicer to
the
Company with respect to the transfer of the servicing of such loan to the
Special Sub-Servicer) plus any unpaid or unreimbursed Master Servicing Fees
which have accrued from the Effective Date through the date the subs-servicing
rights have been re-transferred to the Company.
Section
3.07 No
Other Termination.
Except
as otherwise expressly provided herein, the Special Sub-servicer shall continue
to sub-service each Specially Serviced Mortgage Loan, until the liquidation
or
other disposition of such Specially Serviced Mortgage Loan, including without
limitation the payment in full of such Specially Serviced Mortgage Loan or
the
foreclosure sale of the underlying Mortgaged Property, regardless of whether
the
Specially Serviced Mortgage Loan remains delinquent or becomes current. The
Residual Holder shall have no authority to terminate the Special Sub-Servicer’s
rights and obligations hereunder and shall take no action to cause such
termination or otherwise impair or affect the ability of the Special
Sub-Servicer to perform its obligations hereunder.
Section
3.08 Special
Sub-servicer Not to Resign; Appointment of Successor Special
Sub-Servicer.
(a) The
Special Sub-Servicer shall not resign from its obligations and duties hereunder
except upon a determination that its duties hereunder are no longer permissible
under applicable law. In the event of any such resignation, a successor to
the
Special Sub-Servicer shall be appointed by the Residual Holder with the written
consent of the Company, which consent shall not be unreasonably withheld. The
successor special servicer must have the characteristics set forth in clauses
(b) (i) and (b) (ii) below, and which shall succeed to all rights and assume
all
of the responsibilities, duties and liabilities of the Special Sub-Servicer
under this Agreement simultaneously with the termination of the Special
Sub-Servicer’s responsibilities, duties and liabilities under this Agreement. In
the event that the Special Sub-Servicer’s duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the foregoing,
the Special Sub-Servicer shall discharge such duties and responsibilities during
the period from the date it acquires knowledge of such termination until the
effective date thereof with the same degree of diligence and prudence which
it
is obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial condition
of
its successor. The removal of the Special Sub-Servicer shall not become
effective until a successor shall be appointed pursuant to this
Section 3.08.
(b) Any
successor special sub-servicer shall (i) be an institution having a net worth
of
not less than $1,000,000, and (ii) have and keep in full effect its existence,
rights and franchises as a corporation (or such other corporate form), and
shall
obtain its qualification to do business as a foreign corporation (or such other
corporate form) in each jurisdiction in which such qualification is or shall
be
necessary to protect the validity and enforceability of this Agreement or any
of
the Specially Serviced Mortgage Loans and to perform its duties under this
Agreement. Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Residual Holder and the Company an instrument accepting
such
appointment, wherein the successor shall make the representations and warranties
set forth in Section 5.03,
whereupon such successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the Special
Sub-Servicer, with like effect as if originally named as a party to this
Agreement.
(c) Within
30
days of the appointment of a successor special servicer by the Residual Holder,
the Special Sub-Servicer shall prepare, execute and deliver to the successor
entity any and all documents and other instruments, place in such successor’s
possession all servicing files related to the Specially Serviced Mortgage Loans,
and do or cause to be done all other acts or things necessary or appropriate
to
effect the purposes of such notice of termination. The Special Sub-Servicer
shall cooperate with the Residual Holder and such successor in effecting the
termination of the Special Sub-Servicer’s responsibilities and rights hereunder
and the transfer of servicing responsibilities to the successor special
servicer, including without limitation, the transfer to such successor of all
amounts received by it with respect to the Specially Serviced Mortgage Loans.
Further, the Special Sub-Servicer shall execute and deliver such instruments
and
do such other things as may reasonably be required to more fully and
definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Special
Sub-Servicer.
ARTICLE
IV
Auditing
Rights
Section
4.01 Review
of the CHL’s and /or CSLP’s Servicing Activities.
The
Residual Holder (acting through its manager, Sunfish Management Group LLC
(acting through the C-BASS Member) shall have the right, at its own expense
and
during normal business hours, to review any and all of the books, records,
or
other information of the Company which may be relevant to the servicing of
the
Mortgage Loans in accordance with the terms of this Agreement and the applicable
Pooling and Servicing Agreement. In order to discuss such books, records or
other information, the Company shall make personnel available who are
knowledgeable about such matters.
In
addition, in order for the Residual Holder to monitor its investment in the
Residual Certificates and the performance of the underlying Mortgage Loans,
the
Company hereby agrees to provide the Residual Holder (acting through the C-BASS
Manager) the information, in electronic format mutually acceptable to the
Company and the C-BASS Member, set forth on Exhibit D with respect to each
Series and the Mortgage Loans underlying the related Residual Certificate,
regardless of delinquency status, on a weekly basis and on a monthly basis
with
the information provided as of the month-end cutoff to be received no later
than
the 10th business day of the month following the month to which such information
relates. Further, the Company agrees to cooperate with the C-BASS Member to
enable the C-BASS Member to provide investment performance data to the Sunfish
investors through a dedicated website. The Special Sub-Servicer and the Residual
Holder agree not to use any of the information contained in Exhibit D for any
purpose other than the purpose of evaluating its investment in, and the value
of, the related Residual Certificates. Special Sub-Servicer and the Residual
Holder further agree to use any and all information contained in Exhibit D
in
compliance with all applicable laws and regulations promulgated by the United
States Securities and Exchange Commission.
Section
4.02 Review
of the Special Sub-Servicer’s Sub-Servicing Activities.
The
Company and the Residual Holder (acting through its manager, Sunfish Management
Group LLC) shall have the right, at its own expense and during normal business
hours, to review any and all of the books, records, or other information of
the
Special Sub-Servicer which may be relevant to the sub-servicing the Specially
Serviced Mortgage Loans in accordance with the terms of this Agreement and
the
applicable Pooling and Servicing Agreement. In order to discuss such books,
records or other information, the Special Sub-Servicer shall make personnel
available who are knowledgeable about such matters.
ARTICLE
V
REPRESENTATIONS
AND WARRANTIES
Section
5.01 Organizational
and Other Related Warranties of C-BASS.
C-BASS
hereby makes the following representations and warranties to each party
hereto:
(a) Organization
and Good Standing.
C-BASS
is an entity duly organized, validly existing, and in good standing under the
laws of its state of incorporation or formation.
(b) No
Violation.
Neither
the execution and delivery by C-BASS of this Agreement, nor the consummation
by
C-BASS of the transactions contemplated hereby, nor the performance of and
compliance by C-BASS with the provisions of this Agreement, will conflict with
or result in a breach or violation of, or constitute a default (or an event
which, with notice or the lapse of time, or both, would constitute a default)
under, the organizational documents (its articles of incorporation or charter
or
by-laws) of C-BASS, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on C-BASS, or any of its respective
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which C-BASS is a party or by which it is
bound, or result in the creation or imposition of any lien, charge, or
encumbrance upon any of their respective properties pursuant to the terms of
any
indenture, mortgage, contract, instrument, or other document. C-BASS is not
otherwise in violation of any law, rule, regulation, judgment, decree, demand,
or order (of any federal, state or local governmental or regulatory authority
or
court), which violation, in C-BASS’s, good faith and reasonable judgment, is
likely to affect materially and adversely its ability to perform its obligations
hereunder.
(c) Authorization
and Enforceability.
The
execution and delivery by C-BASS of this Agreement, the consummation of the
transactions contemplated hereby, and the performance and compliance by C-BASS
with the terms hereof are within the powers of C-BASS, and have been duly
authorized by all necessary action on the part of C-BASS. All organizational
resolutions and consents necessary for C-BASS to enter into and consummate
all
transactions contemplated hereby have been obtained. This Agreement has been
duly executed and delivered by C-BASS and constitutes the legal, valid and
binding obligation of C-BASS, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
and other similar laws affecting creditors’ rights generally, and to general
principles of equity, regardless of whether such enforcement is considered
in a
proceeding in equity or at law. C-BASS has not failed to obtain any consent,
approval, authorization, or order of, or failed to cause any registration or
qualification with, any court or regulatory authority or other governmental
body
having jurisdiction over it, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by C-BASS.
(d) No
Litigation or Adverse Conditions.
No
litigation is pending or, to the best of C-BASS’s knowledge, threatened against
it, which, if determined adversely to C-BASS would prohibit C-BASS from entering
into this Agreement or, in the good faith and reasonable judgment of C-BASS,
is
likely to materially and adversely affect either the ability of C-BASS to
perform its obligations hereunder.
Section
5.02 Organizational
and Other Related Warranties of the Company.
Each of
CHL and CSLP hereby makes the following representations and warranties to each
party hereto:
(a) Organization
and Good Standing.
Each of
CHL and CSLP is an entity duly organized, validly existing, and in good standing
under the laws of its state of incorporation or formation or the laws of the
United States, and is in compliance with the laws of each state in which any
property is located to the extent necessary to ensure the enforceability of
each
Mortgage Loan and to perform its obligations hereunder and the applicable
Pooling and Servicing Agreement.
(b) No
Violation.
Neither
the execution and delivery by either of CHL or CSLP of this Agreement, nor
the
consummation by it of the transactions contemplated hereby, nor the performance
of and compliance by such entity with the provisions hereof or of the Pooling
and Servicing Agreement, will conflict with or result in a breach or violation
of, or constitute a default (or an event which, with notice or the lapse of
time, or both, would constitute a default) under, the organizational documents
(its articles of incorporation or charter or by-laws) of such entity, or any
of
the provisions of any law, rule, regulation, judgment, decree, demand, or order
(of any federal, state, or local governmental or regulatory authority or court)
binding on such entity, or any of its properties, or any of the provisions
of
any indenture, mortgage, contract, instrument, or other document (including,
without limitation, any Pooling and Servicing Agreement) to which such entity
is
a party or by which it is bound, or result in the creation or imposition of
any
lien, charge, or encumbrance upon any of their respective properties pursuant
to
the terms of any indenture, mortgage, contract, instrument, or other document.
Neither CHL or CSLP is otherwise in violation of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state or local governmental
or regulatory authority or court), which violation, in such entity’s good faith
and reasonable judgment, is likely to affect materially and adversely either
its
ability to perform its obligations hereunder or under the Pooling and Servicing
Agreements, or the financial condition of such entity.
(c) Authorization
and Enforceability.
The
execution and delivery by either CHL or CSLP of this Agreement, the consummation
of the transactions contemplated hereby, and the performance and compliance
by
such entity with the terms hereof and of the Pooling and Servicing Agreements
are within the powers of such entity, and have been duly authorized by all
necessary action on the part of CHL or CSLP, as the case may be. All
organizational resolutions and consents necessary for each of CHL and CSLP
to
enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by each of CHL
and
CSLP and constitutes the legal, valid and binding obligation of each such
entity, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws affecting creditors’ rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Neither CHL nor CSLP has failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over such entity, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by it.
(d) Approvals
and Permits.
Each of
CHL and CSLP possesses such certificates, authorizations, licenses, and permits
issued by the appropriate state, federal, and foreign regulatory agencies or
bodies necessary to conduct the business now operated by it, and neither has
not
received any notice of proceedings relating to the revocation or modification
of
any such certificate, authorization, or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling, or finding, would
materially and adversely affect the conduct of its business, operations,
financial condition, or income.
(e) No
Litigation or Adverse Conditions.
No
litigation is pending or, to the best of the Company’s knowledge, threatened
against it, which, if determined adversely to the Company would prohibit the
Company from entering into this Agreement or, in the good faith and reasonable
judgment of the Company, is likely to materially and adversely affect either
its
ability to perform its obligations hereunder or under the Pooling and Servicing
Agreements or the financial condition of the Company. The Company has no
knowledge of any recent adverse financial condition or event with respect to
itself that, in its good faith and reasonable judgment, is likely to materially
and adversely affect its ability to perform its obligations hereunder or under
the Pooling and Servicing Agreements.
(f) Fidelity
Bond; Errors and Omission Insurance.
Each
officer, director, employee, consultant and advisor of each of CHL and CSLP
with
responsibilities concerning the servicing and administration of the Mortgage
Loans is covered by errors and omissions insurance and fidelity bond insurance
in the amounts and with the coverage required under the related Pooling and
Servicing Agreement for it to maintain. None of CHL, CSLP nor any of their
respective officers, directors, employees, consultants, or advisors involved
in
the servicing or administration of the Mortgage Loans has been refused such
coverage or insurance.
(g) Compliance
Matters.
As of
the date of transfer of each Specially Serviced Mortgage Loan to the Special
Sub-Servicer, the Company hereby represents and warrants to the Special
Sub-Servicer that with respect to each Specially Serviced Mortgage Loan: any
and
all requirements of any federal, state or local laws or regulations, including,
without limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, anti-predatory lending, fair credit reporting,
unfair collection practice, equal credit opportunity, fair housing and
disclosure laws and regulations, applicable to the solicitation, origination,
collection and servicing of such Mortgage Loan have been complied with in all
material respects; and any obligations of the holder of the Mortgage Note,
Mortgage and other loan documents have been complied with in all material
respects; servicing of each Mortgage Loan has been in accordance with prudent
mortgage servicing standards, any applicable laws, rules and regulations and
in
accordance with the terms of the applicable Pooling and Servicing Agreement,
Mortgage Notes, Mortgage and other loan documents, whether such origination
and
servicing was done by Company, its affiliates, or any third party which
originated the Mortgage Loan on behalf of, or sold the Mortgage Loan to, any
of
them, or any servicing agent of any of the foregoing; no Specially Serviced
Mortgage Loan is a “high-cost loan” or “covered loan” under either the Home
Ownership Equity Protection Act or a similar state or local anti-predatory
lending law.
Section
5.03 Organizational
and Other Related Warranties of the Special Sub-Servicer.
The
Special Sub-Servicer hereby makes the following representations and warranties
to each party hereto:
(a) Organization
and Good Standing.
The
Special Sub-Servicer is an entity duly organized, validly existing, and in
good
standing under the laws of its state of incorporation or formation or the laws
of the United States, and is in compliance with the laws of each state in which
any property is located to the extent necessary to ensure the enforceability
of
each Mortgage Loan and to perform its obligations hereunder.
(b) No
Violation.
Neither
the execution and delivery by Special Sub-Servicer of this Agreement, nor the
consummation by it of the transactions contemplated hereby, nor the performance
of and compliance by the Special Sub-Servicer with the provisions hereof ,
will
conflict with or result in a breach or violation of, or constitute a default
(or
an event which, with notice or the lapse of time, or both, would constitute
a
default) under, the organizational documents (its articles of incorporation
or
charter or by-laws) of the Special Sub-Servicer, or any of the provisions of
any
law, rule, regulation, judgment, decree, demand, or order (of any federal,
state, or local governmental or regulatory authority or court) binding on the
Special Sub-Servicer, or any of its properties, or any of the provisions of
any
indenture, mortgage, contract, instrument, or other document to which the
Special Sub-Servicer is a party or by which it is bound, or result in the
creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. The Special Sub-Servicer is not
otherwise in violation of any law, rule, regulation, judgment, decree, demand,
or order (of any federal, state or local governmental or regulatory authority
or
court), which violation, in the Special Sub-Servicer’s good faith and reasonable
judgment, is likely to affect materially and adversely either its ability to
perform its obligations hereunder, or the financial condition of the Special
Sub-Servicer.
(c) Authorization
and Enforceability.
The
execution and delivery by the Special Sub-Servicer of this Agreement, the
consummation of the transactions contemplated hereby, and the performance and
compliance by the Special Sub-Servicer with the terms hereof are within the
powers of the Special Sub-Servicer, and have been duly authorized by all
necessary action on the part of the Special Sub-Servicer. All organizational
resolutions and consents necessary for the Special Sub-Servicer to enter into
and consummate all transactions contemplated hereby have been obtained. This
Agreement has been duly executed and delivered by the Special Sub-Servicer
and
constitutes the legal, valid and binding obligation of the Special Sub-Servicer,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors’ rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. The Special Sub-Servicer has not failed to obtain any consent,
approval, authorization, or order of, or failed to cause any registration or
qualification with, any court or regulatory authority or other governmental
body
having jurisdiction over the Special Sub-Servicer, which consent, approval,
authorization, order, registration, or qualification is required for, and the
absence of which would materially adversely affect, the legal and valid
execution, delivery, and performance of this Agreement by the Special
Sub-Servicer.
(d) Approvals
and Permits.
The
Special Sub-Servicer possesses such certificates, authorizations, licenses,
and
permits issued by the appropriate state, federal, and foreign regulatory
agencies or bodies necessary to conduct the business now operated by it, and
its
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly
or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of the Special Sub-Servicer.
(e) No
Litigation or Adverse Conditions.
No
litigation is pending or, to the best of the Special Sub-Servicer’s knowledge,
threatened against it, which, if determined adversely to the Special
Sub-Servicer would prohibit the Special Sub-Servicer from entering into this
Agreement or, in the good faith and reasonable judgment of the Special
Sub-Servicer, is likely to materially and adversely affect either its ability
to
perform its obligations hereunder or the financial condition of the Special
Sub-Servicer. The Special Sub-Servicer has no knowledge of any recent adverse
financial condition or event with respect to itself that, in its good faith
and
reasonable judgment, is likely to materially and adversely affect its ability
to
perform its obligations hereunder.
(f) Fidelity
Bond; Errors and Omission Insurance.
Each
officer, director, employee, consultant and advisor of the Special Sub-Servicer
with responsibilities concerning the servicing and administration of the
Mortgage Loans is covered by errors and omissions insurance and fidelity bond
insurance in the amounts and with the coverage required under the related
Pooling and Servicing Agreement to be maintained by the Company as master
servicer. Neither the Special Sub-Servicer nor any of its officers, directors,
employees, consultants, or advisors involved in the servicing or administration
of the Mortgage Loans has been refused such coverage or insurance.
(g) Approved
Seller/Servicer.
The
Special Sub-Servicer is approved as a seller/servicer of single-family mortgage
loans by the ▇▇▇▇▇▇ ▇▇▇ and the Department of Housing and Urban
Development.
Section
5.04 Organizational
and Other Related Warranties of Sunfish.
Sunfish
hereby makes the following representations and warranties to each party
hereto:
(a) Organization
and Good Standing.
Sunfish
is an entity duly organized, validly existing, and in good standing under the
laws of its state of incorporation or formation or the laws of the Cayman
Islands.
(b) No
Violation.
Neither
the execution and delivery by Sunfish of this Agreement, nor the consummation
by
Sunfish of the transactions contemplated hereby, nor the performance of and
compliance by Sunfish with the provisions of this Agreement, will conflict
with
or result in a breach or violation of, or constitute a default (or an event
which, with notice or the lapse of time, or both, would constitute a default)
under, the organizational documents (its articles of incorporation or charter
or
by-laws) of Sunfish, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on Sunfish, or any of its respective
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Sunfish is a party or by which it is
bound, or result in the creation or imposition of any lien, charge, or
encumbrance upon any of their respective properties pursuant to the terms of
any
indenture, mortgage, contract, instrument, or other document. Sunfish is not
otherwise in violation of any law, rule, regulation, judgment, decree, demand,
or order (of any federal, state or local governmental or regulatory authority
or
court), which violation, in Sunfish’s, good faith and reasonable judgment, is
likely to affect materially and adversely its ability to perform its obligations
hereunder.
(c) Authorization
and Enforceability.
The
execution and delivery by Sunfish of this Agreement, the consummation of the
transactions contemplated hereby, and the performance and compliance by Sunfish
with the terms hereof are within the powers of Sunfish, and have been duly
authorized by all necessary action on the part of Sunfish. All organizational
resolutions and consents necessary for Sunfish to enter into and consummate
all
transactions contemplated hereby have been obtained. This Agreement has been
duly executed and delivered by Sunfish and constitutes the legal, valid and
binding obligation of Sunfish, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
and other similar laws affecting creditors’ rights generally, and to general
principles of equity, regardless of whether such enforcement is considered
in a
proceeding in equity or at law. Sunfish has not failed to obtain any consent,
approval, authorization, or order of, or failed to cause any registration or
qualification with, any court or regulatory authority or other governmental
body
having jurisdiction over it, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Sunfish.
(d) No
Litigation or Adverse Conditions.
No
litigation is pending or, to the best of Sunfish’s knowledge, threatened against
it, which, if determined adversely to Sunfish would prohibit Sunfish from
entering into this Agreement or, in the good faith and reasonable judgment
of
Sunfish, is likely to materially and adversely affect either the ability of
Sunfish to perform its obligations hereunder.
ARTICLE
VI
MISCELLANEOUS
PROVISIONS
Section
6.01 Resecuritization
of Residual Certificates.
Notwithstanding
anything to the contrary in Section 3.04
hereof,
in the event that the Residual Holder resecuritizes a Residual Certificate,
either directly as issuer or indirectly through an affiliated entity or an
investment bank as issuer, the rights of the Residual Holder set forth under
Article II and Article III of this Agreement shall relate to, and be exercisable
with respect to the Mortgage Loans of a related Series to the extent that and
for so long as the Residual Holder has beneficial ownership of at least
fifty-one percent (51%) of the most subordinate outstanding class of securities
issued in such resecuritization. If on any day the Residual Holder ceases to
own
at least fifty-one percent (51%) the most subordinate outstanding class of
securities issued in the resecuritization of a Residual Certificate, an Early
Termination Event will be deemed to have occurred and the Company may terminate
the Special Sub-Servicer right to sub-service a Specially Serviced Mortgage
Loan
in accordance with Section 3.04
hereof.
Section
6.02 Indemnification.
(a) Each
of
the Company, the Residual Holder and the Special Sub-Servicer (each as such,
an
“Indemnifying
Party”)
shall
defend, indemnify and hold the other parties hereto (each as such, an
“Indemnified
Party”)
harmless from and against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses (individually and collectively, the
“Claims”)
that
such Indemnified Party may sustain as a result of the breach by any Indemnifying
Party of such Indemnifying Party’s obligations under the terms of this
Agreement; provided, that the Company and the Residual Holder acknowledge and
agree that the obligation of the Special Sub-Servicer to indemnify for losses
arising from or incurred in connection with the servicing of Specially Serviced
Mortgage Loans (including REO Property) shall be determined in accordance with
the indemnification standards applicable to the Master Servicer under the
related Pooling and Servicing Agreement; and provided further, that none of
the
Company, the Residual Holder or the Special Sub-Servicer or any of the
directors, officers, employees or agents of the Company, Residual Holder or
the
Servicer shall be liable for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in
judgment. Notwithstanding the foregoing, in the event the Company, as Master
Servicer, is required to indemnify a Trust pursuant to the terms of the related
Pooling and Servicing Agreement for Claims arising from or incurred in
connection with the servicing of a Specially Serviced Mortgage Loan (including
an REO Property) on or after the date such Mortgage Loan was transferred to
the
Special Sub-Servicer, the Special Sub-Servicer shall indemnify and hold the
Company harmless with respect to such Claims. The parties further agree that
the
Special Sub-Servicer shall defend, indemnify and hold the Company harmless
from
and against any and all Claims that the Company may sustain in any way related
to any negligence, willful misconduct, or any action taken by, or failure to
act
on the part of the Special Sub-Servicer in connection with the performance
of
the sub-servicing activities pursuant to this Agreement.
(b) Notwithstanding
anything to the contrary contained in the Pooling and Servicing Agreement,
in
consideration of the Residual Holder purchasing the Residual Certificates,
the
Company hereby agrees to indemnify and hold harmless the Residual Holder against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs,
fees
and expenses (including the reasonable cost of investigating and defending
against any claims therefore) that is directly related to or arise from a breach
of any representation and warranty set forth in the applicable Pooling and
Servicing Agreement related to compliance with applicable laws in the
origination of a Mortgage Loan, which such representations and warranties are
set forth on Exhibit B hereto.
The
Company will be entitled to participate at its own expense in the defense,
or,
if the Company so elects, to assume the defense of any suit brought to enforce
any such liability. In the event the Company elects to assume the defense of
any
such suit and retain such counsel, the Residual Holder may retain additional
counsel but shall bear the fees and expenses of such counsel unless (i) the
Company and the Residual Holder shall have mutually agreed to the retention
of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the Company and the Residual Holder and
representation of all parties by the same counsel would be inappropriate due
to
actual or potential differing interests among them.
The
Company shall not be liable to indemnify any person for any settlement of any
claim effected without the Company’s consent, which consent shall not be
unreasonably withheld. The Company shall not, without the prior written consent
of the Residual Holder which consent shall not be unreasonably withheld, effect
any settlement of any pending or threatened proceeding in respect of which
the
Residual Holder is or could have been a party and indemnity is or could have
been sought hereunder by the Residual Holder.
Section
6.03 Amendment.
This
Agreement may be amended from time to time by written agreement signed by each
of the parties hereto.
Section
6.04 Counterparts.
This
Agreement may be executed simultaneously in any number of counterparts, each
of
which counterparts shall be deemed to be an original and such counterparts
shall
constitute but one and the same instrument.
Section
6.05 Governing
Law.
This
Agreement shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
Section
6.06 Notices.
Unless
otherwise provided herein, all demands, notices and direction hereunder shall
be
in writing and sent by overnight mail, telecopy or via e-mail and shall be
deemed effective upon receipt to:
(a)
in
the
case of CHL,
Countrywide
Home Loans, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Vice President
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
E-mail:
▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
(b)
in
the
case of CSLP,
Countrywide
Home Loans Servicing LP
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, First Vice President
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
E-mail:
▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
or
such
other address as may hereafter be furnished to the Residual Holder and the
Special Sub-Servicer in writing.
(c)
in
the
case of the Residual Holder,
Credit-Based
Asset Servicing and Securitization LLC
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: B-Piece
Surveillance Department
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇-▇▇▇▇.▇▇▇
or
such
other address as may hereafter be furnished to the Company in
writing.
(d) in
the
case of the Special Sub-Servicer,
▇▇▇▇▇▇
Loan Servicing LP
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇-▇▇▇▇.▇▇▇
or
such
other address as may hereafter be furnished to the Company in
writing.
Section
6.07 Survival
of Representations and Warranties; Severability of Provisions.
Each
of
the representations and warranties made herein shall survive the execution,
delivery, performance and termination of this Agreement. If any one or more
of
the covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or
enforceability of the other provisions of this Agreement. If the invalidity
of
any part, provision, representation or warranty of this Agreement shall deprive
any party of the economic benefit intended to be conferred by this Agreement,
the parties shall negotiate in good faith to develop a structure the economic
effect of which is nearly as possible the same as the economic effect of this
Agreement without regard to such invalidity.
Section
6.08 Successors
and Assigns.
This
Agreement may not be assigned by any party hereto without the prior written
consent of each of the other parties hereto. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective successors
and
assigns of the parties hereto.
Section
6.09 Definitions.
Capitalized
terms used but not otherwise defined in this Agreement shall have the respective
meanings ascribed thereto as set forth in the related Pooling and Servicing
Agreement.
Section
6.10 Article
and Section Headings.
The
article and section headings herein are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.
Section
6.11 Confidentiality.
(a) In
connection with the rights and obligations of each of the parties hereunder,
each of the Company, the Residual Holder and the Special Sub-Servicer (for
the
purposes of this Section 6.11(a),
a
“Disclosing
Party”)
may
find it necessary to disclose to the other parties (including its subsidiaries)
or its representatives collectively, a “Receiving
Party”)
certain confidential, proprietary information relating to the Disclosing Party
or its affiliates. “Confidential
Information”
means
any information whatever its nature or form, whether oral or written materials,
from any the Disclosing Party or its directors, officers, employees, affiliates,
representatives (including, without limitation, financial advisors, attorneys
and accountants) or agents (collectively, a party’s “Representatives;”)
that
is obtained by the Receiving Party as a result of or in connection with the
performance of its rights or obligations under this Agreement, whether before
or
after the date hereof, together with all analyses, compilations, forecasts,
studies or other documents prepared by a Receiving Party or its Representatives
in connection with the performance of its rights or obligations hereunder which
contain or reflect any such information. Confidential Information includes,
but
is not limited to, any information regarding any business or operations plans,
strategies, processes, know-how, portfolios, prospects or objectives of the
Disclosing Party; structure, products, product development, technology,
inventions, discoveries, improvements, specifications, source codes, object
code, programming and other documentation, designs, methods, devices, systems,
computer software, including due diligence system, loss mitigation software
included within RADAR, foreclosure attorney web site, distribution, sales,
services, support and marketing plans, practices, or operations of the
Disclosing Party; the prices, costs and details of the services of the
Disclosing Party; the financial condition, results of operations, financial
records and related information of the Disclosing Party; the position of the
Disclosing Party and its clients in any portfolio; the performance of any
accounts or assets of the Disclosing Party; research and development, operations
or plans of the Disclosing Party; clients and client lists (including, without
limitation, the identity of clients, names, addresses, contact persons, and
the
client’s business or investment status or needs)of the Disclosing Party;
information received from third parties under confidential conditions; any
trade
secrets, confidential or secret designs, processes, formulae, plans, devices
or
material (whether or not patented or patentable) directly or indirectly useful
in any aspect of the business of the Disclosing Party (including, without
limitation, financial, investment and trading plans, designs, products and
computer aided financial investment and trading systems, software, strategies,
programs, formulae, patterns, methods, techniques, processes and system
analyses), management organization and related information (including, without
limitation, data and other information concerning the compensation and benefits
paid to officers, directors and employees of the Disclosing Party); personnel
and compensation policies; operation policies and manuals; means of gaining
access to the Disclosing Party’s computer data systems and related information;
or any other financial, commercial, business, technical or other information
relating to the Disclosing Party, its clients, subsidiaries or affiliates.
The
term Confidential Information will not, however, include Confidential
Information which (i) is or becomes publicly available other than as a result
of
a disclosure by a Receiving Party or its Representatives in violation of this
Agreement, (ii) becomes available to a Receiving Party on a non-confidential
basis after the date hereof from a source (other than a Disclosing Party or
its
representatives ), which, to the best knowledge of a Receiving Party after
due
inquiry, is not prohibited from disclosing such information to the Receiving
Party by any obligation of confidentiality to another party hereto, or (iii)
is
developed or derived by a party hereto without the aid, application or use
of
Confidential Information.
(b) The
Residual Holder and the Special Sub-Servicer each agree that any and all
Confidential Information supplied to it by or on behalf of the Company pursuant
to this Agreement, including individual Mortgagor account information, is the
property of the Company and each of the Residual Holder and the Special
Sub-Servicer agree to use such Confidential Information only for the purposes
contemplated by this Agreement and as set forth in Section 6.11(a) above
and otherwise hold such Confidential Information confidential and not to
disclose such Confidential Information to any other person or entity for any
other reason.
(c) Notwithstanding
the foregoing and except as provided below, neither the Residual Holder, the
Special Sub-Servicer nor any of their affiliates shall use, or permit the use,
any Mortgagor information received hereunder to specifically target and solicit,
by means of direct mail or telephonic or personal solicitation or by any other
means, the Mortgagors to prepay or refinance any Mortgage Loans; provided,
however, that the Special Sub-Servicer may suggest workout, refinancing, or
prepayment plans or strategies to the Mortgagor of a Specially Serviced Mortgage
Loan.
Section
6.12 Registered
Certificates.
The
Residual Holder agrees, that without the prior written consent of the Company,
so long as Residual Holder or any of its affiliates is a party to this Agreement
and the holder or owner of any Residual Certificates of a Series, neither it
nor
any of its affiliates shall purchase, or trade any Certificates of such Series
which have been registered under the Securities Act of 1933, as
amended.
Section
6.13 No
Partnership.
Nothing
herein shall be deemed or construed to create a partnership or joint venture
between the parties hereto and the services of the Company shall be rendered
as
an independent contractor and not as an agent for the Company.
Section
6.14 Effect
of Termination of Sub-servicing Rights or Resignation of Special
Sub-Servicer.
Neither
the termination of this Agreement or any of the Special Sub-Servicer’s rights to
sub-service all or any of the Specially Serviced Mortgage Loans nor the
resignation by the Special Sub-Servicer from its duties herein shall have no
affect on any obligation or liability of the Special Sub-Servicer then
outstanding.
IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, all as of the day
and year first above written.
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COUNTRYWIDE
HOME LOANS, INC.
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COUNTRYWIDE
HOME LOANS SERVICING LP
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CREDIT-BASED
ASSET SERVICING AND SECURITIZATION LLC
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Title:
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SUNFISH
MORTGAGE FUND LTD
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▇▇▇▇▇▇
LOAN SERVICING LP
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EXHIBIT
A
FORM
OF CONFIRMATION
[C-BASS
LETTERHEAD]
[DATE]
RE: Special
Sub-Servicing Agreement and Additional Purchased Residual
Certificates
Gentlemen
and Ladies:
This
letter (this “Confirmation”)
confirms that upon the execution and delivery of this Confirmation by each
of
the parties, the payment of the Special Servicing Premium and the full
satisfaction of any and all other terms and conditions set forth herein, that
the Series of Residual Certificates identified below, and the related pool(s)
of
Mortgage Loans, shall be made subject to the Special Sub-Servicing Agreement
dated February ___, 2005, by and among the Company, the Residual Holder and
the
Special Sub-Servicer (the “Sub-Servicing
Agreement”).
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Deal
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Bloomberg
Ticker
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CUSIP
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Original
Issue Date
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Class(es)
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▇▇▇▇▇▇
Specially Serviced Series (Y/N)
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Original
Face Amount of First Loss Bond
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Special
Servicing Premium
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All
remittances with respect the Specially Serviced Mortgage Loans underlying the
Residual Certificate added hereby shall be made to the related custodial
accounts identified on Schedule I hereto.
Upon
placing its signature on this Confirmation, each of Residual Holder, the Special
Sub-Servicer and the Company again makes, with respect to itself and each Loan,
as applicable, all of the representations, warranties and covenants made by
each
such party in the Special Sub-Servicing Agreement, except as the same may be
amended by this Confirmation.
All
exhibits hereto are incorporated herein in their entirety. In the event there
exists any inconsistency between the Sub-Servicing Agreement and this
Confirmation with respect to the Series to be added hereby, the latter shall
be
controlling notwithstanding anything contained in the Sub-Servicing Agreement
to
the contrary. All capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Sub-Servicing
Agreement.
Kindly
acknowledge your agreement to the terms of this Confirmation by signing in
the
appropriate space below and returning this Confirmation to the undersigned.
Telecopy signatures shall be deemed valid and binding to the same extent as
the
original.
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Sunfish
Mortgage Fund Ltd.,
as
Residual Holder, by Sunfish Management Group
LLC
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Name:
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Title:
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Credit-Based
Asset Servicing and Securitization LLC,
as
Residual Holder
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Name:
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Title:
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Acknowledge
and agreed:
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Loan Servicing LP,
as
the Special Sub-Servicer
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Name:
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Title:
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Countrywide
Home Loans, Inc.,
Countrywide
Home Loans Servicing LP,
as
the Company
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EXHIBIT
B
CERTAIN
COMPLIANCE MATTERS
To
the
extent required under applicable law, each originator and subsequent mortgagee
or servicer of the Mortgage Loan complied with all licensing requirements and
was authorized to transact and do business in the jurisdiction in which the
related Mortgaged Property is located at all times when it held or serviced
the
Mortgage Loan. Any and all requirements of any federal, state or local laws
or
regulations, including, without limitation, usury, truth-in-lending, real estate
settlement procedures, consumer credit protection, anti-predatory lending,
fair
credit reporting, unfair collection practice, equal credit opportunity, fair
housing and disclosure laws and regulations, applicable to the solicitation,
origination, collection and servicing of such Mortgage Loan have been complied
with in all material respects; and any obligations of the holder of the Mortgage
Note, Mortgage and other loan documents have been complied with in all material
respects; servicing of each Mortgage Loan has been in accordance with prudent
mortgage servicing standards, any applicable laws, rules and regulations and
in
accordance with the terms of the Mortgage Notes, Mortgage and other loan
documents, whether such origination and servicing was done by Seller, its
affiliates, or any third party which originated the Mortgage Loan on behalf
of,
or sold the Mortgage Loan to, any of them, or any servicing agent of any of
the
foregoing;
No
predatory or deceptive lending practices, including but not limited to, the
extension of credit to the mortgagor without regard for the mortgagor’s ability
to repay the Mortgage Loan and the extension of credit to the mortgagor which
has no apparent benefit to the mortgagor, were employed by the originator of
the
Mortgage Loan in connection with the origination of the Mortgage
Loan;
No
Mortgage Loan is subject to the provisions of the Homeownership and Equity
Protection Act of 1994 (“HOEPA”),
except as identified as such on the Mortgage Loan Schedule. With respect to
any
Mortgage Loan subject to HOEPA, the Mortgage File contains a notice from the
originator, and a copy of a notice to each entity which was a purchaser or
assignee of the Mortgage Loan, satisfying the provisions of such Act and the
regulations issued thereunder, to the effect that the Mortgage Loan is subject
to special truth in lending rules;
No
Mortgage Loan is subject to the City of Oakland Anti-Predatory Lending Ordinance
(i.e. the Oakland Residential Lending Ordinance No. 12361 C.M.S., the amendment
No. 12362 C.M.S. to Oakland’s Linked Banking Services Ordinance and Resolution
01-62 of the Oakland Redevelopment Agency, collectively the “Oakland
Ordinance”)
except
as identified on the Mortgage Loan Schedule. Any Mortgage Loan subject to the
Oakland Ordinance is in compliance with the provisions of the Oakland
Ordinance.
FORM
OF
CONFIRMATION
Custodial
Accounts Schedule
EXHIBIT
C
OPERATIONAL
REQUIREMENTS
1.) Loan
Transfer/Prior Month Report to Trust. The Company shall provide the Special
Sub-Servicer a copy of the previous month’s report to the Trustee.
2.) Servicing
Fee. The Special Sub-Servicer shall net its servicing fee on all collections
remitted to the Trustee.
3.) Loan
Transfer Wire and Advance Reconciliation. Within five (5) Business Days of
the
Sub-Special Sub-Servicer’s receipt of the computer records required pursuant to
Section 2.01,
the
Special Sub-Servicer shall remit to the Master Servicer, by wire transfer of
immediately available funds, an amount equal to the sum of the P&I Advances
outstanding as of the Transfer Date, and the aggregate amount of Servicing
Advances and escrow advances, net of any positive escrows. The Special
Sub-Servicer and Master Servicer shall, within fifteen (15) Business Days
following the Transfer Date, make such further monetary adjustments between
them
as shall be necessary to ensure the proper payment of the advance amount by
the
Special Sub-Servicer to the Master Servicer.
4.) Servicing
Advance Reconciliation. The Master Servicer shall provide the Special
Sub-Servicer customary documentation (electronic format or invoice with amount,
type, and reason for advance) on all such Servicing Advances as described in
item 3 above. The Special Sub-Servicer shall then reimburse any such
reimbursable advances to the Master Servicer within five (5) business days
of
the Master Servicer’s presentation of such supporting documentation to the
Special Sub-Servicer; provided that, the Special Sub-Servicer shall not
reimburse the Master Servicer for items such as demand letter fees, interest
on
advances, and any other similar fees.
5.) Life
of
Loan Tax Contract. The Master Servicer agrees to transfer life of loan tax
contracts to the Special Sub-Servicer; provided that, the tax service contracts
are transferred to the Special Sub-Servicer at no cost. For Mortgage Loans
without tax service contracts, the Special Sub-Servicer may deduct from its
remittance to the Master Servicer $[50] per Mortgage Loan to purchase such
tax
service contracts.
6.) Flood
Certificates. The Master Servicer agrees to transfer flood certificates to
the
Special Sub-Servicer, provided that the flood certificates are transferred
to
the Special Sub-Servicer at no cost. For Mortgage Loans without a flood
certificate, the Special Sub-Servicer may deduct from its remittance to the
Master Servicer $[35] per Mortgage Loan to purchase such flood certificate.
7.) Rebatable
Points and Fees. In the event a loan pays in full and rebatable points and
fees
are due the Mortgagor, the Master Servicer shall reimburse the Special
Sub-Servicer within thirty (30) days of receipt of the notice provided to the
Master Servicer.
EXHIBIT
D
Loan
Level Information
|
Loan
Level Information
|
|
|
|
Loan
Number
|
|
Deal
Name
|
|
Borrower
Name
|
|
Borrower
SS#
|
|
Co-Borrower
Name
|
|
Co-Borrower
SS#
|
|
Property
Address (1)
|
|
Property
Address (2)
|
|
Property
Address (City)
|
|
Property
Address (State)
|
|
Property
Address (Zip)
|
|
Current
Balance (UPBA)
|
|
Current
Balance (UPBS)
|
|
Due
Date
|
|
Last
Payment Received Date
|
|
Balloon
Flag (Y/N)
|
|
ARM
Flag (Y/N)
|
|
ARM
Index
|
|
ARM
Next Rate Change
|
|
ARM
Next Payment Change
|
|
ARM
Margin
|
|
ARM
Rate Cap
|
|
ARM
Floor Rate
|
|
ARM
Rate Change Frequency
|
|
Most
Recent BPO Date
|
|
Most
Recent BPO Value
|
|
Most
Recent BPO Type (Interior/Exterior)
|
|
Projected
Loss
|
|
Anticipated
Resolution Date
|
|
Most
Recent Inspection Date
|
|
Occupancy
Status
|
|
Property
Condition
|
|
BPO
LTV
|
|
CALTV
|
|
COLTV
|
|
Current
P and I
|
|
Current
Interest Rate
|
|
Original
FICO
|
|
Current
FICO
|
|
First
Payment Date
|
|
Lien
Position
|
|
Loan
Purpose
|
|
Loan
Type
|
|
Property
Type
|
|
Maturity
Date
|
|
Original
Appraised Value
|
|
Original
Balance
|
|
Origination
Date
|
|
Original
P and I
|
|
Original
Rate
|
|
Original
Sale Value
|
|
Original
Term
|
|
P
and I Actual 1
|
|
P
and I Actual 2
|
|
P
and I Actual 3
|
|
P
and I Actual 4
|
|
P
and I Actual 5
|
|
Past
Due P and I
|
|
PMI
Level
|
|
Prepayment
Penalty Flag (Y/N)
|
|
Prepayment
Penalty Amount Collected
|
|
Prepayment
Penalty Term
|
|
Realized
Loss Amount
|
|
Realized
Loss Severity
|
|
Total
Debt
|
|
Trustee
Delinquency Status
|
|
Active
BK Flag (Y/N)
|
|
BK
Status
|
|
BK
Case Number
|
|
BK
Filing Date
|
|
BK
Chapter
|
|
BK
Proof of Claim Date
|
|
BK
Proof of Claim Amount
|
|
BK
Post Petition Due Date
|
|
BK
Hearing Date
|
|
BK
Stay Lift Date
|
|
BK
Discharge Date
|
|
BK
Dismissed Date
|
|
BK
Motion Request Date
|
|
BK
Motion Date
|
|
BK
MFR Obtained
|
|
Most
Recent Demand Date
|
|
Active
FC Flag (Y/N)
|
|
FC
Referral Scheduled Date
|
|
FC
Referral Completion Date
|
|
FC
1st Legal Scheduled Date
|
|
FC
1st Legal Completion Date
|
|
FC
Publication Date
|
|
Last
Completed FC Step
|
|
Last
Completed FC Step Date
|
|
FC
Estimated Sale Date
|
|
FC
Sale Date
|
|
Redemption
Start Date
|
|
Redemption
End Date
|
|
Eviction
Status
|
|
Expected
Vacate Date
|
|
REO
Date
|
|
REO
Status
|
|
REO
Original List Date
|
|
REO
Original List Price
|
|
REO
Current List Date
|
|
REO
Current List Price
|
|
REO
Contract Price
|
|
REO
Contract Date
|
|
REO
Projected Sale Date
|
|
REO
Projected Sales Price
|
|
REO
Close Date
|
|
REO
Sale Price
|
|
REO
Net Proceeds
|
|
Repair
Costs
|
|
Service
Transfer Date
|
|
Most
Recent Reason for Default
|
|
Last
Attempted Contact Date
|
|
Last
Contact Date with Borrower
|
|
Last
Contact Result
|
|
Last
Promise to Pay Date
|
|
Pending
Loss Mitigation Status (Y/N)
|
|
Type
of Loss Mitigation Pending
|
|
Modification
Flag (Y/N)
|
|
Modified
Balance
|
|
Modified
Rate
|
|
Modified
Term
|
|
Modified
P and I
|
|
Repayment
Plan Flag (Y/N)
|
|
Repayment
Plan Start Date
|
|
Repayment
Plan Payment
|
|
Repayment
Plan Term
|
|
Current
Senior Lien Balance
|
|
Hazard
Insurance Pending (Y/N)
|
|
Hazard
Claim Amount
|
|
Hazard
Claim Status
|
|
Mortgage
Insurance Pending (Y/N)
|
|
Mortgage
Insurance NOD Date
|
|
Mortgage
Insurance Claim Amount
|
|
Mortgage
Insurance Status
|
|
Suspense
Balance
|
|
Escrow
Balance
|
|
Escrow
Advance Balance
|
|
P&I
Advances
|
|
Delinquent
Interest Balance
|
|
Corporate
Advance Balance
|
|
Liquidation
Type
|
|
Liquidation
Proceeds
|
|
Liquidation
Date
|
|
UPBA
at Liquidation
|
|
UPBS
at Liquidation
|
|
Litigation
Flag (Y/N)
|
|
12
Month Pay String (i.e. 111221123112)
|
|
Forced
Place Insurance Flag Y/N)
|
|
Next
Hazard Insurance Premium Due Date
|
|
Next
Tax Installment Due Date
|
|
Comment
Date
|
|
Comment
Type
|
|
Comment
|
SCHEDULE
I
|
Deal
|
Bloomberg
Ticker
|
Issue
Date
|
Class
|
▇▇▇▇▇▇
Specially Serviced Series(Y/N)
|
%
of First Loss Bond Owned by Sunfish
|
%
of First Loan Bond Owned by C-BASS
|
Special
Servicing Premium
|
Inv.
Acct. Effective Date
|
Documentation
|
SCHEDULE
II
SPECIAL
SERVICING TRANSFER PROCEDURES
Any
transfer of sub-servicing with respect to a Specially Serviced Mortgage Loan
shall be effected according to the following timeline. All dates set forth
below
are for illustrative purposes only. Capitalized terms used in this Schedule
shall have the meanings ascribed thereto in the Agreement.
Timeline
Last
business day of Month One
Mortgagor
is 89 Days Delinquent.
3rd
business day of Month Two
The
Company receives an electronic file from its Collections Department on all
Specially Serviced Mortgage Loans (all 90+ delinquent loans).
4th
business day of Month Two
The
Company sends the electronic file to Excess Class Holder/Special Sub-Servicer
of
all Specially Serviced Mortgage Loans with information designating those
Specially Serviced Mortgage Loans where a forbearance plan or workout is in
progress and those Specially Serviced Mortgage Loans where there is no plan
or
workout in progress or in place.
6th
business day of Month Two
The
Company and the Special Sub-Servicer coordinate the transfer of servicing of
the
Specially Serviced Mortgage Loans as provided below.
14th business
day of Month Two
The
Company prepares and mails the ‘goodbye letters’ to the mortgagors.
20th
Calendar Day of Month Two
The
Special Sub-Servicer prepares and mails the ‘welcome letters’ to the
mortgagors.
1st
business day of Month
Three
Effective
Date.
On
or
Before 5th business day of Month Three
In
accordance with the Servicing Transfer Instructions, Company sends Special
Sub-Servicer final transfer data (e.g.,
trial
balance, loan files, current and previous 2 years’ history records (if
applicable), all default-related correspondence, and all collection, foreclosure
and bankruptcy files);
Company
provides Special Sub-Servicer with detailed reimbursement request relating
to
Advances and Servicing Advances; and
Company
sends Special Sub-Servicer a check or wire for the net (positive net of
negative) escrow and unapplied funds.
Company
provides Special Sub-Servicer with ending balances via an electronic
file.
Five
business days following end-of-the-month cutoff of Month Four
Special
Sub-Servicer reports the data contained in Exhibit 1 to this Schedule II to
Company.
On
the
18th of Month Four or prior business day if the 18th falls on a weekend or
holiday
Special
Sub-Servicer shall wire the scheduled principal interest payments on all
Specially Serviced Loans.
____________________
Servicing
Transfer Instructions
| I. |
NOTIFICATION
OF LOANS TO TRANSFER
|
| A. |
Company
will prepare and provide a list of all Specially Serviced Mortgage
Loans
past 90 days delinquent. The list shall be provided to Special
Sub-Servicer on the 4th business day of each
month.
|
| B. |
The
sub-servicing of the Specially Serviced Mortgage Loans shall be
transferred to the Special Sub-Servicer effective the first day of
each
month following the month in which such Delinquent Mortgage Loan
became a
Specially Serviced Mortgage Loan.
|
| II. |
CONVERSION
DATA
|
Conversion
data can be supplied in 3 formats:
| A. |
Manual
conversion
|
1. Provide
a
“master file data record” for each loan (accompanied by a listing of all your
code definitions).
2. Provide
a
trial balance containing all the loans. Provide for both preliminary and final
data.
3. Preliminary
data should be provided within 24 hours after each servicer acceptance
date.
4. Final
data should be provided within 24 hours after each servicing transfer
date.
Electronic
conversion
5. If
it is
determined that this type of conversion is advantageous to both parties the
format (Microsoft Excel) will be furnished.
6. Preliminary
data should be provided within 2 days after each servicer acceptance
date.
7. Final
data should be provided within 2 days after servicing transfer
date.
8. A
trial
balance must be provided for both preliminary and final.
Tape
to
Tape conversion
9. If
it is
determined that this type of conversion is advantageous to both parties the
details will be furnished.
10. Preliminary
tape should be provided within 24 hours after each servicer acceptance
date.
11. Final
data tape should be provided within 24 hours after transfer date.
12. A
trial
balance must be provided for both preliminary and final.
| III. |
HOMEOWNER
NOTIFICATION
|
1. The
mortgagor notification (good-bye letter) must be mailed at least 15 days prior
to the transfer date. A copy of your good-bye letter must be faxed to ▇▇▇▇▇
▇▇▇▇▇ (fax number ▇▇▇-▇▇▇-▇▇▇▇) for approval prior to mailing.
2. Electronic
file or hard copies of your mortgagor notification letters should be provided
to
LLS within 5 days after servicing transfer date.
3. INFORMATION
FOR NOTIFICATION LETTERS
|
Hours
of operation:
|
7:00
am to 7:00 pm (CST)
|
|
Customer
Service Toll Free Number:
|
(▇▇▇)
▇▇▇-▇▇▇▇
|
|
Correspondence
Address:
|
▇▇▇▇▇▇
Loan Servicing, LP
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
|
|
Payment
Address:
|
▇▇▇▇▇▇
Loan Servicing, LP
▇.▇.
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
| IV. |
HAZARD
/ FLOOD INSURANCE
|
The
Hazard / Flood insurance policies should be in separate files identified with
your loan number.
1. Please
request a change to the mortgagee clause as follows:
▇▇▇▇▇▇
Loan Servicing LP
Its
Successors or Assigns
▇.▇.
▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
2. Copies
of
the mortgagee clause change requests should be provided to LLS.
3. Any
unpaid policies, expiration notices, cancellation notices, loans with expired
policies should be properly identified, sorted and marked for special
handling.
4. Individual
loan insurance records showing payee (name and address), due dates, frequency
of
payment, next due date, last paid date and last paid amount should be provided
in electronic format.
5. Provide
a
list of loans under your “force place coverage” program. Will the coverage on
individual loans remain in effect until expiration or be canceled at time of
the
transfer?
6. Insurance
loss drafts should provide all documentation on the current status.
| V. |
FHA
LOANS
|
1. Provide
a
listing including the following items on FHA Loans with a monthly
premium.
Loan
number
FHA
case
number
Anniversary
date
Annual
premium
Monthly
amount
Total
MIP
paid to date
Next
month the premium is due
2. Provide
a
listing including the following items on FHA loans that the full premium was
paid up front.
Loan
number
FHA
case
number
Insuring
date
Amount
of
prepaid premium
3. Provide
a
listing of all FHA Uninsured loans.
4. Provide
a
listing of all FHA 235 loans.
5. Provide
your HUD ID#.
6. HUD
Form
92080 should be completed with our HUD mortgagee number (72313) and mailed
to
LLS for signing and forwarding to HUD. Remember, HUD requires notification
by
tape if more than 15 loans are transferring.
| VI. |
CONVENTIONAL
LOANS
|
1. Provide
the individual loan PMI certificates
2. Provide
copies of the notification to the PMI companies requesting a change of servicer
to LLS.
3. Listing
of all loans with PMI to include:
Loan
number
PMI
company
PMI
certificate number
Next
due
date
Last
amount paid
Percentage
of Coverage
4. Homeowner
Protection Act of 1998.
Loans
originated after July 29, 1999: Provide copies of original disclosure notice
produced at origination of loan.
Loans
originated prior to July 29, 1999: Provide the annual disclosure notices
supplied to borrowers.
5. Listing
of loans that have Pool Insurance. If loan has Pool Insurance supply name,
address and phone number of insurance agency.
6. Listing
of loans that have Pool Insurance and private mortgage insurance.
| VII. |
REAL
ESTATE TAXES
|
1. Individual
loan tax records showing payee (name and address), due dates, frequency of
payment, next due date, last paid date and last paid amount along with tax
contract numbers and vendor information should be provided in electronic
format.
2. Provide
copies of any tax service contracts along with the request for a change of
servicer to LLS under the following vendor numbers (Transamerica-2489, First
American-56353, Lereta-65000, Fidelity-2059). We also have tax contracts with
other tax services, which you can contact us for more information.
3. All
property taxes due and payable should be paid prior to the transfer date.
4. Provide
a
listing of any loans with delinquent taxes containing the pertinent information
as of the transfer date.
| VIII. |
OPTIONAL
INSURANCE
|
1. Only
prepaid optional insurance should be provided to LLS.
All
prepaid optional insurance should include the following
information.
Loan
number
Insurance
company
Type
of
coverage
Policy
Number
Coverage
Amount
Policy
Effective Date
Premium
Amount
Expiration
Date
2. Copies
of
the master and/or individual policies for the insurance coverage.
3. Copies
of
the notification sent to the insurance companies.
| IX. |
INVESTOR
REPORTS
|
1. Copy
of
the final remittance report to the investor including a trial balance as of
cut-off date.
2. Provide
a
list of all simple interest loans.
3. Provide
a
list of all loans currently on ACH Draft. The borrower to be notified that
their
ACH Draft will be discontinued in your good bye letter.
| X. |
CORPORATE
ADVANCES
|
1. Provide
list of all loans with corporate advances.
2. Back-up
documentation must be supplied for any loan with a corporate advance. The
documentation must balance to the advance amount.
3. Back-up
documentation must be received at the time of transfer.
| XI. |
MERS
DATA
|
1. All
MERS
loans must be moved to correct ORG ID to coincide with transfer.
2. The
batch
number must be supplied to ▇▇▇▇▇▇.
3. The
MIN
number must be supplied for each loan transferred on MERS.
| XII. |
PAYOFFS
|
1. Provide
a
list of loans that have prepayment penalty provisions in the
mortgage.
2. Loan
level prepayment penalty information must be provided on any loan with a
prepayment penalty. This information should be provided in an electronic file
or
hard copy.
3. Unprocessed
payoff funds should be accompanied by a copy of the payoff
quotation.
4. Information
should be furnished on any pending payoff or assumption.
5. Information
on any incomplete partial release should be provided.
| XIII. |
ADJUSTABLE
RATE MORTGAGES / GPM / BUYDOWNS /
BALLOONS
|
1. Provide
individual loan historical rate and P&I changes.
2. ARM
provisions for each loan within the portfolio
3. Provide
list of ARM Plans and definitions.
4. Provide
a
list of loans that are step rate and/or GPM mortgages with status of
account.
5. Provide
a
list of loans that are buydowns with status of account.
6. Provide
a
list of balloon loans, their maturity dates, amortization term and if they
have
a convertible option. If a loan has reached its maturity date prior to
conversion furnish the current status.
7. Provide
a
list of loans that are Soldiers and Sailors and copies of their
orders.
| XIV. |
FORECLOSURES
|
1. A
list of
contact people for the Foreclosure, Claims and Bankruptcy area needs to be
provided to ▇▇▇▇▇▇.
2. A
listing
of loans in foreclosure, sorted by state, including status report on each loan
showing the current stages of the foreclosure, the foreclosure referral date
and
who is holding the original documents. Alltel users please provide For1, For2
and For3 screens or Foreclosure (Service Release report). Preliminary report
should be provided within 3 days after each servicer acceptance date and a
final
report at the time of the transfer.
3. Name
and
address listing of foreclosure attorneys/ Preliminary report should be provided
within 3 days after each servicer acceptance date.
4. Listing
of any loans pending a Refunding to the Va., HUD Assignment, approved Dil,
Presale or Partial Claim/ Preliminary report should be provided within 3 days
after each servicer acceptance date and a final report at the time of the
transfer.
5. Listing
of any loan currently in litigation and a report to be provided at time of
transfer.
6. Listing
of loans with escrow advances due to delinquency, include breakdown with bills
and ledgers attached and reconciled (90, 60, 30) / Report to be provided at
time
of transfer.
7. Report
of
delinquent loans 90 days or older that are not active in foreclosure and or
bankruptcy; list date of breach letter and provide copies of breach letter
for
our file.
8. Vendor
invoices to be paid up to the transfer date.
9. Report
of
any loans on a stipulation or payment agreement and a copy of the agreement
to
be included in the file.
10. The
name
of the beneficiary they are using for foreclosures.
11. Files
for
foreclosures, bankruptcies, claims, breached loans, repayment plans and active
loss mitigation accounts must be sorted and identified separately by marking
the
front of the file or boxing separately.
12. Trailing
correspondence should be sent weekly with the exception of checks or money
orders which should be forwarded daily.
13. Foreclosure
files should be sent to the following address:
▇▇▇▇▇▇
Loan Servicing LP
ATTN:
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
| III. |
BANKRUPTCY
|
14. Preliminary
listing of loans active in bankruptcy, sorted by state, including the following
information. (a) Type of Chapter filed (b) Date Bankruptcy filed (c) Case
Number. Alltel users please provide BNK1 or Bankruptcy Service Release report.
This report should be forwarded within 3 days after deal closing and a final
provided on the transfer date.
15. Listing
showing names and address of the debtor’s attorney, Seller’s attorney and
Bankruptcy Trustee. A
preliminary report should be provided within 3 days after each servicer
acceptance date and
a
final provided on the date of the transfer.
16. Listing
of pending relief of stays.
17. Loan
level listing of all loans with agreed orders or stipulation agreements with
the
current status on each of the cases.
18. Listing
of loans with escrow advances due to bankruptcy. Include breakdown with ▇▇▇▇
and
ledgers attached and reconciled (90, 60, 30 days).
19. Copies
of
letters to bankruptcy attorney advising of the transfer.
20. List
of
any cramdowns.
21. Files
should be sorted and clearly marked for special handling.
22. Files
should have the status shown on the front of each file and status screen prints
included in each file.
23. Provide
a
status report that includes attorney’s name and phone number, chapter, case
number, BK billing date, POC date, prepetition due date, post petition due
date
and motion status if filed as of the transfer date.
24. Bankruptcy
files should be sent to the following address:
▇▇▇▇▇▇
Loan Servicing LP
ATTN:
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
| XV. |
LOSS
MITIGATION
|
| 1. |
Short
Sale
|
Recent
Property Valuation
Sales
Contract
HUD-1
Settlement Statement, estimated
Realtor/Broker
contact information
Borrower
financials
Borrower
hardship letter
Approval
letter (if approved and not closed prior to servicing transfer)
| 2. |
Modification:
A
preliminary report should be provided within 3 days after each servicer
acceptance date and the final at servicing transfer
date.
|
Recent
Property Valuation
Title
Search
Modification
Agreement or terms of Modification
Document/Title
co. contact information
Borrower
financials
Borrower
hardship letter
Identification
of any funds collected in conjunction with modification.
| 3. |
Deed-in-Lieu
of Foreclosure
|
Recent
Property Valuation
Title
Search
D-I-L
Agreement
Document/Title
co. contact information
Borrower
financials
Borrower
hardship letter
| 4. |
Partial-Claims
|
Borrower
financials
Borrower
hardship letter
HUD
Insurance Certificate
Identify
prior partial claim filings if applicable
5. OTHER
| 1. |
Provide
current year’s loan history to the transfer date plus the four prior
calendar year’s loan histories accompanied by an explanation of your
transaction codes. History should be provided in an electronic file
or
hard copy. A preliminary report should be forwarded within 3 days
after
each servicer acceptance date and the final within 2 days after servicing
transfer date.
|
| 2. |
Provide
copies of the last two-escrow analysis with an explanation of your
analysis method (cushion, etc.).
|
| 3. |
Provide
the currently active collection records and pertinent information
on
delinquent loans along with FICO scores, BPO values, extension data
and
payment plan data. A preliminary report should be forwarded within
3 days
after each servicer acceptance date and the final at servicing transfer
date. This information should be provided in an electronic file or
hard
copy.
|
| 4. |
Your
check for the escrow balances matching the cut-off trial
balance.
|
| 5. |
Your
check for any unapplied funds and an indication as to how each unapplied
payment should be applied.
|
| 6. |
Listing
of the first lien holder (containing company, address and loan number),
if
the loan being transferred is a second
lien.
|
| 7. |
Loan
payments and/or payoff funds received after the cut-off should be
endorsed
to ▇▇▇▇▇▇
Loan Servicing LP
and forwarded by overnight service to the following address within
twenty-four hours, properly identified with your loan
number.
|
▇▇▇▇▇▇
Loan Servicing LP
Attn:
Cashiering Department
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
| 8. |
Please
ship the entire loan file (hard, microfiche or imaged) and all documents
to LLS to be received by the transfer date. Provide electronic inventory
ledger with servicing files to identify loans within each box. Any
information such as preliminary trial balances, master file data
records,
default information, previous year's ledger histories, etc. should
be
furnished as early as possible prior to the transfer date. Any file
sent
to LLS that we will not be servicing will be returned via uninsured
regular mail unless LLS is supplied with shipping instructions and
method
of payment.
|
All
servicing files should be sent to:
▇▇▇▇▇▇
Loan Servicing LP
Attn:
Records Management Department
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
| 9. |
All
reports such as trial balances, master file data records, default
information, histories, etc. should be sent to
:
|
▇▇▇▇▇▇
Loan Servicing LP
Attn:
▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Remember
it is your responsibility to furnish all required IRS reporting statements
on
these loans for the current year up to the transfer date both to the mortgagors
and to the appropriate government agencies.
Your
cooperation in expediting this transfer is appreciated. Should you or any member
of your staff have any questions concerning this transfer, please feel free
to
call me or the appropriate individual listed below at
▇-▇▇▇-▇▇▇-▇▇▇▇.
SCHEDULE
III
REQUEST
FOR RELEASE OF DOCUMENTS
|
To:
[Countrywide Home Loans, Inc.][Countrywide Home Servicing
LP]
|
Date:
|
Dept.
:Document Control
|
||||||||||
|
Ref.
#:
|
||||||||||||
|
Commitment
#:
|
||||||||||||
|
Mortgagors
Name. Property Address. Zip Code
|
▇▇▇▇▇▇
Loan Servicing LP Loan #:
|
|||||||||||
|
Investor
Loan #:
|
||||||||||||
|
Original
Mortgage Amount
|
$
|
||||||||||||
|
Date
of Original Mortgage
|
|||||||||||||
|
Interest
Rate
|
|||||||||||||
|
Monthly
fixed Installment (P&I)
|
$
|
||||||||||||
|
Paid
Thru Date:
|
|||||||||||||
|
Please
release the requested documents for purpose of:
|
Settlement
or Expected Return Date:
|
||||||||||||
|
o
Mortgage Paid in Full
|
$
|
||||||||||||
|
o
Foreclosure
|
$
|
||||||||||||
|
o
Substitutions
|
$
|
||||||||||||
|
o
Other
Liquidations
|
$
|
||||||||||||
|
o
Non-Liquidations
|
$
|
||||||||||||
|
*
All amounts that borrower is obligated to pay under the note, the
mortgage
and any other document pertaining to the mortgage loan including
but not
limited to all required payment of principal and interest, have been
paid
in full and delivered to [Countrywide Home Loans, Inc.][Countrywide
Home
Servicing LP] pursuant to that certain Special Sub-Servicing Agreement.
If
applicable, ▇▇▇▇▇▇ Loan Servicing LP has paid interest on the amount
repaid (if not by the borrower) through the end of the month and
has
deposited such amount with [Countrywide Home Loans, Inc.][Countrywide
Home
Servicing LP].
|
||||||||||||
|
Explanation
of Request:
____________________________________________________________________
____________________________________________________________________
The
undersigned ▇▇▇▇▇▇ Loan Servicing LP requests for lease of Loan Documents
for the purpose above. ▇▇▇▇▇▇ Loan Servicing LP shall indemnify
Countrywide Home Loans, Inc. in the event of a failure on the part
of
▇▇▇▇▇▇ Loan Servicing LP to return Legal Departments as required
by
Agreement.
|
||||||||||||
|
Please
forward to ▇▇▇▇▇▇ Loan Servicing LP at the following address (Courier
or
U. S. Mail):
|
||||||||||||
|
____________________________
▇▇▇▇▇▇
Loan Servicing LP’s Authorized Signature
|
||||||||||||
|
The
following original legal documents are released to ▇▇▇▇▇▇ Loan Servicing
LP:
|
||||||||||||
|
o
Note
|
o
Security
Instrument
|
o
Title
Policy
|
o
Assignments
|
|||||||||
|
Authorized
By:
Signature
of Investor
Authorized
Representative
|
Date_________
|
Released
By:
Signature
of Investor’s/Trustee’s
Authorized
Representative
(if
applicable)
|
Date:________
|
|||||||||
|
Return
of released document(s):
|
||||||||||||
|
o
Reinstated
|
o
Documents
Corrected
|
o
Other
______________________________
|
||||||||||
|
___________________________________
Purchaser’s
Authorized Representative
|
_________________________
Date
Document(s) Returned
|
|||||||||||
SCHEDULE
IV
FORM
OF OFFICER’S CERTIFICATION
(attached)
OFFICER’S
CERTIFICATION
|
Re:
Deal
Name:
|
(use the pool name reflected on Schedule A) | ||||
|
Countrywide
Loan #:
|
Special
Sub-Servicer Loan #:
|
||||
|
Countrywide
Investor #:
|
|||||
|
Borrowers
Name:
|
|||||
|
Property
Address:
|
|||||
|
City,
State Zip Code:
|
|||||
|
MM/YY
Ending Scheduled Balance
|
0.00
|
|||||
|
Plus:
Advanced P&I Advances
|
||||||
|
Principal
|
Interest
|
|||||
|
(Each
payment advanced needs to be detailed below in accordance to the
format
below)
|
||||||
|
MM/YY
|
Payment
|
0.00
|
0.00
|
|||
|
Total
Principal and Interest Payments
|
0.00
|
|||||
|
Plus:
Other Expenses
|
||||||
|
Attorney
Fees
|
0.00
|
|||||
|
Property
Preservation
|
0.00
|
|||||
|
MI/Hazard
Insurance Premiums
|
0.00
|
|||||
|
BPO
|
0.00
|
|||||
|
Overdrawn
Escrow
|
0.00
|
|||||
|
Total
Other Advances
|
0.00
|
|||||
|
Total
Funds Due Servicer
|
0.00
|
|||||
|
Sales
Proceeds
|
0.00
|
|||||
|
Loss
Draft Proceeds
|
0.00
|
|||||
|
Total
Proceeds
|
0.00
|
|||||
|
Total
Realized Loss
|
0.00
|
|||||
|
Type
of Loss:
|
||||||
|
I
certify that the foregoing and all information, including any accompanying
statements or documents, are true, correct and complete to the best
of my
knowledge and belief.
|
||||||
|
Officer
Name,
|
Title
|
Date
|
||||