EXHIBIT 10.1.1
SELLER'S WARRANTIES AND SERVICING AGREEMENT, DATED AS OF DECEMBER
1, 2001, BETWEEN XXXXXXX XXXXX MORTGAGE COMPANY AND BANK OF
AMERICA, N.A.
--------------------------------------------------------------
XXXXXXX SACHS MORTGAGE COMPANY
Purchaser
and
BANK OF AMERICA, N.A.
Company
--------------------------------------------------------------
SELLER'S WARRANTIES AND SERVICING AGREEMENT
Dated as of December 1, 2001
-------------------------------------------------------------
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS.........................................................................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS...........................................................10
Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files;Maintenance of
Servicing Files..................................................................10
Section 2.02 Books and Records; Transfers of Mortgage Loans...................................11
Section 2.03 Delivery of Documents............................................................12
Section 2.04 Mortgage Schedule................................................................14
Section 2.05 Examination of Mortgage Files....................................................14
Section 2.06 Representations, Warranties and Agreements of Company............................15
Section 2.07 Representation, Warranties and Agreement of Purchaser............................15
Section 2.08 Closing..........................................................................16
Section 2.09 Closing Documents................................................................16
ARTICLE III
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH.................................................17
Section 3.01 Company Representations and Warranties...........................................17
Section 3.02 Representations and Warranties Regarding Individual Mortgage Loans...............20
Section 3.03 Repurchase.......................................................................29
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.....................................................31
Section 4.01 Company to Act as Servicer.......................................................31
Section 4.02 Liquidation of Mortgage Loans....................................................32
Section 4.03 Collection of Mortgage Loan Payments.............................................33
Section 4.04 Establishment of and Deposits to Custodial Account...............................33
Section 4.05 Permitted Withdrawals From Custodial Account.....................................35
Section 4.06 Establishment of and Deposits to Escrow Account..................................36
Section 4.07 Permitted Withdrawals From Escrow Account........................................37
Section 4.08 Payment of Taxes, Insurance and Other Charges....................................38
Section 4.09 Protection of Accounts...........................................................38
Section 4.10 Maintenance of Hazard Insurance..................................................39
Section 4.11 Maintenance of Mortgage Impairment Insurance.....................................40
Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance..................40
Section 4.13 Inspections......................................................................41
Section 4.14 Restoration of Mortgaged Property................................................41
Section 4.15 Claims...........................................................................42
Section 4.16 Title, Management and Disposition of REO Property................................42
Section 4.17 Real Estate Owned Reports........................................................43
Section 4.18 Liquidation Reports..............................................................44
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged Property...................44
ARTICLE V
PAYMENTS TO PURCHASER..............................................................................44
Section 5.01 Remittances......................................................................44
Section 5.02 Statements to Purchaser..........................................................45
Section 5.03 Monthly Advances by Company......................................................45
ARTICLE VI
GENERAL SERVICING PROCEDURES.......................................................................46
Section 6.01 Transfers of Mortgaged Property..................................................46
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files..........................47
Section 6.03 Servicing Compensation...........................................................47
Section 6.04 Annual Statement as to Compliance................................................47
Section 6.05 Annual Independent Public Accountants' Servicing Report..........................48
Section 6.06 Right to Examine Company Records.................................................48
Section 6.07 Compliance with REMIC Provisions.................................................48
ARTICLE VII
COMPANY TO COOPERATE...............................................................................49
Section 7.01 Provision of Information.........................................................49
Section 7.02 Financial Statements; Servicing Facility.........................................49
ARTICLE VIII
THE COMPANY........................................................................................50
Section 8.01 Indemnification; Third Party Claims..............................................50
Section 8.02 Merger or Consolidation of the Company...........................................50
Section 8.03 Limitation on Liability of Company and Others....................................51
Section 8.04 Limitation on Resignation and Assignment by Company..............................51
ARTICLE IX
PASS-THROUGH TRANSFER..............................................................................52
Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Pass-
Through Transfer.................................................................52
ARTICLE X
DEFAULT............................................................................................54
Section 10.01 Events of Default................................................................54
Section 10.02 Waiver of Defaults...............................................................56
ARTICLE XI
TERMINATION........................................................................................56
Section 11.01 Termination......................................................................56
Section 11.02 Termination Without Cause........................................................56
Section 11.03 Termination With Cause...........................................................57
ARTICLE XII
MISCELLANEOUS PROVISIONS...........................................................................57
Section 12.01 Successor to Company.............................................................57
Section 12.02 Amendment........................................................................58
Section 12.03 Governing Law....................................................................59
Section 12.04 Duration of Agreement............................................................59
Section 12.05 Notices..........................................................................59
Section 12.07 Relationship of Parties..........................................................61
Section 12.08 Execution; Successors and Assigns................................................61
Section 12.09 Recordation of Assignments of Mortgage...........................................61
Section 12.10 Assignment by Purchaser..........................................................61
Section 12.11 Solicitation of Mortgagor........................................................61
Section 12.12 Confidentiality..................................................................62
DEFAULT REPORTS...................................................................................E-2
EXHIBITS
Exhibit A Mortgage Loan Schedule
Exhibit B Contents of Each Mortgage Loan File
Exhibit C Form of Custodial Agreement
Exhibit D Form of Opinion of Counsel
Exhibit E Items to Be Included in Monthly Remittance Advice
Exhibit F Form of Assignment and Assumption Agreement
This is a Seller's Warranties and Servicing Agreement for various
residential first mortgage loans, dated and effective as of December
21,2001, and is executed between Xxxxxxx Xxxxx Mortgage Company, as
purchaser (the "Purchaser"), and Bank of America, N.A., as seller and
servicer (the "Company").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Company and
the Company has agreed to sell to the Purchaser certain one to four family,
first lien, adjustable rate, residential mortgage loans which have an
aggregate outstanding principal balance as of the close of business on the
Cut-off Date (as defined below), after deduction of payments due on or
before such date whether or not such amounts actually were paid, of
approximately $[ ] million;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed
of trust or other security instrument creating a first lien on a
residential dwelling located in the jurisdiction indicated on the Mortgage
Loan Schedule, which is annexed hereto as Exhibit A; and
WHEREAS, the Purchaser and the Company wish to prescribe the
manner of purchase of the Mortgage Loans and the conveyance, servicing and
control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Purchaser and the
Company agree as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the
content otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices of prudent mortgage lending institutions
which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.
Adjustment Date: As to each Mortgage Loan, the date on which the
Mortgage Interest Rate is adjusted in accordance with the terms of the
related Mortgage Note and Mortgage.
Agreement: This Seller's Warranties and Servicing Agreement and
all amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor
thereto.
Appraised Value: With respect to any Mortgage Loan, the lesser of
(i) the value set forth on the appraisal made in connection with the
origination of the related Mortgage Loan as the value of the related
Mortgaged Property, or (ii) the purchase price paid for the Mortgaged
Property, provided, however, in the case of a refinanced Mortgage Loan,
such value shall be based solely on the appraisal made in connection with
the refinance of such Mortgage Loan.
Assignment of Mortgage or Assignment: An assignment of the
Mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect the sale of the Mortgage to the Purchaser or
its designated assignee.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii)
a day on which banking and savings and loan institutions in the states
where the parties are located are authorized or obligated by law or
executive order to be closed.
Closing Date: December 20, 2001.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time or any successor statute thereto, and applicable U.S.
Department of the Treasury regulations issued pursuant thereto.
Commitment Letter: The Commitment Letter from the Purchaser to the
Company, dated as of December 7, 2001.
Company: Bank of America, N.A., or its successor in interest or
assigns, or any successor to the Company under this Agreement appointed as
herein provided.
Company Employee: The meaning assigned to such term in Section
4.12.
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
Custodial Account: The separate account or accounts created and
maintained pursuant to Section 4.04.
Custodial Agreement: The agreement governing the retention of the
originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other
Mortgage Loan Documents, a form of which is annexed hereto as Exhibit C.
Custodian: The custodian under the Custodial Agreement, or its
successor in interest or assigns, or any successor to the Custodian under
the Custodial Agreement as provided therein.
Cut-off Date: December 1, 2001.
Determination Date: The 15th day of every month, or if such day is
not a Business Day, the following Business Day.
Due Date: The first day of the month on which the Monthly Payment
is due on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period
commencing on the second day of the month preceding the month in which such
Remittance Date occurs and ending on the first day of the month in which
such Remittance Date occurs.
Errors and Omissions Insurance Policy: An errors and omissions
insurance policy to be maintained by the Company pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and
maintained pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or
any other related document.
Event of Default: Any one of the conditions or circumstances
enumerated in Section 10.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company
pursuant to Section 4.12.
First Remittance Date: January 18, 2002.
FNMA: Federal National Mortgage Association and its successors.
Gross Margin: With respect to each Mortgage Loan, the fixed
percentage amount set forth in each related Mortgage Note and Mortgage
which is added to the Index in order to determine the related Mortgage
Interest Rate.
Index: On each Adjustment Date, the applicable index shall be a
rate per annum equal to the weekly average yield on U.S. Treasury
securities adjusted to a constant maturity of one year as made available by
the Federal Reserve Board in Statistical Release No. H.15 or a comparable
publication determined by the Servicer, or, if not so published, as
reported by any Federal Reserve Bank or by any U.S. Government department
or agency, for the week for which such figures were most recently published
or reported as of the date forty-five (45) days prior to the Adjustment
Date. If the Index ceases to be available, the Servicer shall choose a new
Index based on comparable information.
Insurance Proceeds: Proceeds of any mortgage insurance, title
policy, hazard policy or other insurance policy covering a Mortgage Loan,
if any, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Company would follow in
servicing mortgage loans held for its own account.
Liquidation Proceeds: Cash (other than Insurance Proceeds or
Condemnation Proceeds) received in connection with the liquidation of a
defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale
of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio
of the original loan amount of the Mortgage Loan at its origination or
refinance, as applicable, to the Appraised Value of the Mortgaged Property.
Monthly Advance: The portion of each Monthly Payment that is
delinquent with respect to each Mortgage Loan at the close of business on
the Determination Date required to be advanced by the Company pursuant to
Section 5.03 on the Business Day immediately preceding the Remittance Date
of the related month.
Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan.
Monthly Remittance Advice: The meaning assigned to such term in
Section 5.02.
Mortgage: The mortgage, deed of trust or other instrument and
riders thereto securing a Mortgage Note, which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage
Note.
Mortgage File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit B annexed hereto, and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note in accordance with the provisions of the Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of
this Agreement, each Mortgage Loan originally sold and subject to this
Agreement being identified on the Mortgage Loan Schedule, which Mortgage
Loan includes without limitation the Mortgage File, the Monthly Payments,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan.
Mortgage Loan Documents: With respect to a Mortgage Loan, the
original related Mortgage Note with applicable addenda and riders, the
original related security instrument and the originals of any required
addenda and riders, the original related Assignment and any original
intervening related Assignments, the original related title insurance
policy and the related appraisal report.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan,
the annual rate of interest remitted to the Purchaser, which shall be equal
to the Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed
hereto as Exhibit A, such schedule setting forth the following information
with respect to each Mortgage Loan: (1) the Company's Mortgage Loan number;
(2) the address, city, state and zip code of the Mortgaged Property; (3) a
code indicating whether the Mortgaged Property is a single family
residence, two-family residence, three-family residence, four-family
residence or planned unit development; (4) the purpose of the Mortgage
Loan; (5) the current Mortgage Interest Rate; (6) the Mortgage Loan
Remittance Rate; (7) the Servicing Fee Rate; (8) the current Monthly
Payment; (9) the original term to maturity; (10) the scheduled maturity
date (and, if different, the stated maturity date indicated on the Mortgage
Note on its date of origination); (11) the principal balance of the
Mortgage Loan as of the Cut-off Date after deduction of payments of
principal due on or before the Cut-off Date whether or not collected; (12)
the Loan-to-Value Ratio; (13) the due date of the Mortgage Loan; (14) a
code indicating whether the Mortgage Loan is insured by a Primary Mortgage
Insurance Policy; (15) a code indicating whether the Mortgagor or the
Mortgaged Property is the subject of a bankruptcy case; (16) the amount of
any delinquencies and the due date of any delinquent payments; (17) the CPI
twelve month pay string and (18) with respect to each Mortgage Loan, (a)
the first Adjustment Date and the Adjustment Date frequency; (b) the Gross
Margin; (c) the Maximum Mortgage Interest Rate under the terms of the
Mortgage Note; (d) the Minimum Mortgage Interest Rate under the terms of
the Mortgage Note; (e) the Periodic Rate Cap; (f) the first Adjustment Date
immediately following the related Cut-off Date; and (g) the Index.
Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage and riders thereto.
Mortgaged Property: The real property securing repayment of the
debt evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Officer's Certificate: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Vice President, an
Assistant Vice President, the Treasurer, the Secretary or one of the
Assistant Treasurers or Assistant Secretaries of the Company, and delivered
to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
employee of the Company, reasonably acceptable to the Purchaser.
Pass-Through Transfer: The sale or transfer of some or all of the
Mortgage Loans by the Purchaser to a trust to be formed as part of a
publicly issued or privately placed mortgage-backed securities transaction.
Person: Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political
subdivision thereof.
Primary Mortgage Insurance Policy: Each policy of primary mortgage
insurance represented to be in effect pursuant to Section 3.02(xxxii), or
any replacement policy therefor obtained by the Servicer pursuant to
Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to
time, as published as the average rate in The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal
on a Mortgage Loan which is received in advance of its scheduled Due Date,
including any prepayment penalty or premium thereon and which is not
accompanied by an amount of interest representing scheduled interest due on
any date or dates in any month or months subsequent to the month of
prepayment.
Principal Prepayment Period: With respect to each Remittance Date,
the period commencing on the first day of the month preceding the month in
which such Remittance Date occurs, and ending on the last day of such
month.
Purchase Price: The purchase price specified in the Commitment
Letter.
Purchaser: Xxxxxxx Xxxxx Mortgage Company, or its successor in
interest or any successor to the Purchaser under this Agreement as herein
provided.
Qualification Defect: With respect to a Mortgage Loan, (a) a
defective document in the Mortgage File, (b) the absence of a document in
the Mortgage File, or (c) the breach of any representation, warranty or
covenant with respect to the Mortgage Loan made by the Company, but, in
each case, only if the affected Mortgage Loan would cease to qualify as a
"qualified mortgage" for purposes of the REMIC Provisions.
Qualified Depository: A deposit account or accounts maintained
with a federal or state chartered depository institution the deposits in
which are insured by the FDIC to the applicable limits and the short-term
unsecured debt obligations of which (or, in the case of a depository
institution that is a subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated A-1 by
Standard & Poor's Ratings Group or Prime-1 by Xxxxx'x Investors Service,
Inc. (or a comparable rating if another rating agency is specified by the
Purchaser by written notice to the Company) at the time any deposits are
held on deposit therein.
Qualified Insurer: A mortgage guaranty insurance company duly
authorized and licensed where required by law to transact mortgage guaranty
insurance business and approved as an insurer by FNMA.
Rating Agency: Xxxxx'x Investors Services, Inc., Standard & Poor's
Ratings Group, Fitch, Inc., or any other nationally recognized statistical
credit rating agency rating any security issued in connection with any
Pass-Through Transfer.
Reconstitution Date: The date on which any or all of the Mortgage
Loans serviced under this Agreement shall be reconstituted as part of a
Pass-Through Transfer or Whole Loan Transfer pursuant to Section 9.01
hereof. The Reconstitution Date shall be such date the Purchaser shall
designate in writing to the Company.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating to a REMIC, which appear at Section 860A through 860G of
Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions,
and regulations, rulings or pronouncements promulgated thereunder, as the
foregoing may be in effect from time to time.
Remittance Advice Date: The 10th day of each month or, if such
10th day is not a Business Day, the first Business Day immediately
succeeding such day.
Remittance Date: The 18th day (or if such 18th day is not a
Business Day, the first Business Day immediately succeeding such date) of
any month, beginning with the First Remittance Date.
REO Disposition: The final sale by the Company of any REO
Property.
REO Disposition Proceeds: All amounts received with respect to an
REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on
behalf of the Purchaser through foreclosure or by deed in lieu of
foreclosure, as described in Section 4.16.
Repurchase Price: Unless agreed otherwise by the Purchaser and the
Company (including without limitation as set forth in the Commitment
Letter), a price equal to (i) the Stated Principal Balance of the Mortgage
Loan plus (ii) interest on such Stated Principal Balance at the Mortgage
Loan Remittance Rate from the date on which interest has last been paid and
distributed to the Purchaser to the last day of the month of repurchase,
less amounts received or advanced in respect of such repurchased Mortgage
Loan which are being held in the Custodial Account for distribution in the
month of repurchase, to the extent such amounts are actually paid to the
Purchaser upon the repurchase of the related Mortgage Loan.
Servicing Advances: All customary, reasonable and necessary "out
of pocket" costs and expenses other than Monthly Advances (including
reasonable attorney's fees and disbursements) incurred in the performance
by the Company of its servicing obligations, including, but not limited to,
the cost of (a) the preservation, restoration and protection of the
Mortgaged Property, (b) any enforcement or judicial proceedings, including
foreclosures, (c) the management and liquidation of any REO Property and
(d) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of
the annual fee the Purchaser shall pay to the Company, which shall, for a
period of one full month, be equal to one-twelfth of the product of (a)
the Servicing Fee Rate and (b) the Stated Principal Balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the basis of
the same principal amount and period respecting which any related interest
payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable
solely from, the interest portion (including recoveries with respect to
interest from Liquidation Proceeds, to the extent permitted by Section
4.05) of such Monthly Payment collected by the Company, or as otherwise
provided under Section 4.05.
Servicing Fee Rate: 0.375% per annum with respect to each 3/1
adjustable rate Mortgage Loan and 0.25% per annum with respect to each 7/1
or 10/1 adjustable rate Mortgage Loan.
Servicing File: With respect to each Mortgage Loan, the file
retained by the Company consisting of originals of all documents in the
Mortgage File which are not delivered to the Custodian and copies of the
Mortgage Loan Documents listed in the Custodial Agreement the originals of
which are delivered to the Custodian pursuant to Section 2.03.
Servicing Officer: Any officer of the Company involved in or
responsible for the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers furnished by the Company
to the Purchaser upon request, as such list may from time to time be
amended.
Stated Principal Balance: As to each Mortgage Loan, (i) the
principal balance of the Mortgage Loan at the Cut-off Date after giving
effect to payments of principal due on or before such date, whether or not
received, minus (ii) all amounts previously collected by the Company as
servicer hereunder and distributed to the Purchaser with respect to the
related Mortgage Loan representing payments or recoveries of principal or
advances made in lieu thereof.
Whole Loan Transfer: Any sale or transfer of some or all of the
Mortgage Loans by the Purchaser to a third party, which sale or transfer is
not a Pass-Through Transfer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files;
Maintenance of Servicing Files.
The Company, simultaneously with the execution and delivery of
this Agreement, does hereby sell, transfer, assign, set over and convey to
the Purchaser, without recourse, but subject to the terms of this
Agreement, all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received by the
Company on or with respect to the related Mortgage Loans after the Cut-off
Date (and including Monthly Payments due after the Cut-off Date but
received by the Company on or before the Cut-off Date, but not including
payments of principal and interest due on the Mortgage Loans on or before
the Cut-off Date).
The principal balance of each Mortgage Loan as of the Cut-off Date
shall be determined after application of payments of principal due on or
before the Cut-off Date whether or not collected. Therefore, payments of
scheduled principal and interest prepaid for a Due Date beyond the Cut-off
Date shall not be applied to the principal balance as of the Cut-off Date.
Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be
the property of the Purchaser. The Company shall deposit any such prepaid
amounts into the Custodial Account, which account is established for the
benefit of the Purchaser for subsequent remittance by the Company to the
Purchaser, and shall remit such amounts as provided in Section 5.01.
Pursuant to Section 2.03, the Company has delivered the Mortgage
Loan Documents to the Custodian. The contents of each Mortgage File not
delivered to the Custodian are and shall be held in trust by the Company
for the benefit of the Purchaser as the owner thereof. The Company shall
maintain a Servicing File consisting of a copy of the contents of each
Mortgage File and the originals of the documents in each Mortgage File not
delivered to the Custodian. The possession of each Servicing File by the
Company is for the sole purpose of servicing the related Mortgage Loan, and
such retention and possession by the Company is in a custodial capacity
only. Upon the sale of the Mortgage Loans the ownership of each Mortgage
Note, the related Mortgage and the related Mortgage File and Servicing File
shall vest immediately in the Purchaser, and the ownership of all records
and documents with respect to the related Mortgage Loan prepared by or
which come into the possession of the Company shall vest immediately in the
Purchaser and shall be retained and maintained by the Company, in trust, at
the will of the Purchaser and only in such custodial capacity. The Company
shall release its custody of the contents of any Servicing File only in
accordance with written instructions from the Purchaser, unless such
release is required as incidental to the Company's servicing of the
Mortgage Loans or is in connection with a repurchase of any Mortgage Loan
pursuant to Sections 2.03, 3.03 or 6.02.
Section 2.02 Books and Records; Transfers of Mortgage Loans.
From and after the sale of the Mortgage Loans to the Purchaser all
rights arising out of the Mortgage Loans including but not limited to all
funds received on or in connection with the Mortgage Loans on account of
interest and principal due after the Cut-off Date, shall be received and
held by the Company in trust for the benefit of the Purchaser as owner of
the Mortgage Loans, and the Company shall retain record title to the
related Mortgages for the sole purpose of facilitating the servicing and
the supervision of the servicing of the Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's
balance sheet and other financial statements as a sale of assets by the
Company. The Company shall be responsible for maintaining, and shall
maintain, a complete set of books and records for each Mortgage Loan which
shall be marked clearly to reflect the ownership of each Mortgage Loan by
the Purchaser. In particular, the Company shall maintain in its possession,
available for inspection by the Purchaser, or its designee, and shall
deliver to the Purchaser upon demand, evidence of compliance with all
federal, state and local laws, rules and regulations, and requirements of
FNMA or FHLMC, including but not limited to documentation as to the method
used in determining the applicability of the provisions of the Flood
Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any
condominium project for approval by FNMA or FHLMC, and periodic inspection
reports as required by Section 4.13. To the extent that original documents
are not required for purposes of realization of Liquidation Proceeds or
Insurance Proceeds, documents maintained by the Company may be in the form
of microfilm or microfiche or such other reliable means of recreating
original documents, including but not limited to, optical imagery
techniques so long as the Company complies with the requirements of the
FNMA or FHLMC Selling and Servicing Guide, as amended from time to time.
The Company shall maintain with respect to each Mortgage Loan and
shall make available for inspection by any Purchaser or its designee the
related Servicing File during the time the Purchaser retains ownership of a
Mortgage Loan and thereafter in accordance with applicable laws and
regulations.
The Company shall keep at its servicing office books and records
in which, subject to such reasonable regulations as it may prescribe, the
Company shall note transfers of Mortgage Loans. No transfer of a Mortgage
Loan may be made unless such transfer is in compliance with the terms
hereof. For the purposes of this Agreement, the Company shall be under no
obligation to deal with any person with respect to this Agreement or the
Mortgage Loans unless the books and records show such person as the owner
of the Mortgage Loan. The Purchaser may, subject to the terms of this
Agreement, sell and transfer one or more of the Mortgage Loans, provided,
however, that in no event shall there be more than four Persons (including
Xxxxxxx Xxxxx Mortgage Company) at any given time having the status of
"Purchaser" hereunder. The Purchaser also shall advise the Company of the
transfer. Upon receipt of notice of the transfer, the Company shall xxxx
its books and records to reflect the ownership of the Mortgage Loans of
such assignee, and shall release the previous Purchaser from its
obligations hereunder with respect to the Mortgage Loans sold or
transferred. If the Company receives notification of a transfer less than
five (5) Business Days before the monthly Determination Date, the Company's
duties to remit and report to the new purchaser(s) as required by Section 5
shall begin with the first Determination Date after the Reconstitution
Date.
Section 2.03 Delivery of Documents.
Pursuant to the Custodial Agreement delivered to the Purchaser
prior to or contemporaneously with the delivery of this Agreement, the
Company has delivered and released to the Custodian those Mortgage Loan
Documents as required by the Custodial Agreement and by this Agreement with
respect to each Mortgage Loan.
The Custodian has certified its receipt of all such Mortgage Loan
Documents required to be delivered pursuant to the Custodial Agreement. The
Company will be responsible for the Custodian's fees and expenses with
respect to the delivery and certification of those Mortgage Loan Documents
required to be delivered pursuant to the Custodial Agreement. The Company
will be responsible for the fees and expenses related to the recording of
the initial Assignments of Mortgage (including any fees and expenses
related to any preparation and recording of any intervening or prior
assignments of the Mortgage Loans to the Company or to any prior owners of
or mortgagees with respect to the Mortgage Loans). The Purchaser will be
responsible for the Custodian's fees and expenses with respect to the
initial inventory and maintenance of the Mortgage Loans on or before the
Closing Date.
Within 90 days after the Closing Date, the Company shall deliver
to the Custodian each of the documents described in Exhibit B not delivered
pursuant to the Agreement.
The Company shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
one week of their execution, provided, however, that the Company shall
provide the Custodian with a certified true copy of any such document
submitted for recordation within ten (10) days of its execution, and shall
provide the original of any document submitted for recordation or a copy of
such document certified by the appropriate public recording office to be a
true and complete copy of the original within 60 days of its submission for
recordation.
In the event the public recording office is delayed in returning
any original document, the Company shall deliver to the Custodian within
240 days of its submission for recordation, a copy of such document and an
Officer's Certificate, which shall (i) identify the recorded document; (ii)
state that the recorded document has not been delivered to the Custodian
due solely to a delay by the public recording office, (iii) state the
amount of time generally required by the applicable recording office to
record and return a document submitted for recordation, and (iv) specify
the date the applicable recorded document will be delivered to the
Custodian. The Company will be required to deliver the document to the
Custodian by the date specified in (iv) above. An extension of the date
specified in (iv) above may be requested from the Purchaser, which consent
shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, if the originals or certified
copies required in this Section 2.03 are not delivered as required within
90 days following the Closing Date or as otherwise extended as set forth
above, the related Mortgage Loan shall, upon request of the Purchaser, be
repurchased by the Company in accordance with Section 3.03 hereof;
provided, however, that the foregoing repurchase obligation shall not apply
in the event the Company cannot deliver such items due to a delay caused by
the recording office in the applicable jurisdiction; provided that the
Company shall deliver instead a recording receipt of such recording office
or, if such recording receipt is not available, an Officer's Certificate
from the Company confirming that such documents have been accepted for
recording. Any such document shall be delivered to the Purchaser or its
designee promptly upon receipt thereof from the related recording office.
If the Company, the Purchaser or the Custodian finds any document
or documents constituting a part of a Mortgage File pertaining to a
Mortgage Loan to be defective (or missing) in any material respect, and
such defect or missing document materially and adversely affects the value
of the related Mortgage Loan or the interests of the Purchaser therein, the
party discovering such defect shall promptly so notify the Company. The
Company shall have a period of 90 days after receipt of such written notice
within which to correct or cure any such defect. The Company hereby
covenants and agrees that, if any material defect cannot be corrected or
cured, the Company will, upon the expiration of the applicable cure period
described above, repurchase the related Mortgage Loan in the manner set
forth in Section 3.03; provided, however, that with respect to any Mortgage
Loan, if such defect constitutes a Qualification Defect, any such
repurchase must take place within 75 days of the date such defect is
discovered.
Notwithstanding the foregoing, with respect to a Mortgage Loan,
if, at the end of such 90-day period, the Company delivers an Officer's
Certificate to the Purchaser certifying that the Company is using good
faith efforts to correct or cure such defect and identifying progress made,
then the Purchaser shall grant the Company an extension to correct or cure
such defect. The extension shall not extend beyond (1) the date that is 75
days after the date the defect is discovered, or, (2) if the defect is not
a Qualification Defect (as evidenced by an Opinion of Counsel), the date
that is 30 days beyond the original 90-day cure period. If the defect is
not a Qualification Defect, additional 30-day extensions may be obtained
pursuant to the same procedure, as long as the Company demonstrates
continued progress toward a correction or cure; provided that no extension
shall be granted beyond 180 days from the date on which the Company
received the original notice of the defect.
Notwithstanding the foregoing, with respect to a Mortgage Loan,
the failure of the Purchaser to notify the Company of any defective or
missing document in a Mortgage File within such 90-day period, or the
failure of the Purchaser to require the Company to cure or repurchase the
related Mortgage Loan upon expiration of such 90-day period, shall not
constitute a waiver of its rights hereunder, including the rights with
respect to a Mortgage Loan, to require the Company to repurchase the
affected Mortgage Loan and the right to indemnification pursuant to Section
3.03 hereof.
Notwithstanding the foregoing, to the extent that the Custodian
certifies as to any document as being delivered to it pursuant to the
Custodial Agreement in a non-defective state and such document subsequently
becomes missing or defective, the Company shall not be obligated to
repurchase the related Mortgage Loan by reason of such missing or defective
document, to redeliver such document to the Custodian or to correct any
such defect.
Section 2.04 Mortgage Schedule.
The Company has provided the Purchaser with certain information
constituting a listing of the Mortgage Loans to be purchased under this
Agreement (the "Mortgage Loan Schedule") substantially in the form attached
hereto as Exhibit A. The Mortgage Loan Schedule shall conform to the
definition of "Mortgage Loan Schedule" hereunder.
Section 2.05 Examination of Mortgage Files.
Prior to the Closing Date, the Company shall (a) deliver to the
Purchaser in escrow, for examination, the Mortgage File for each Mortgage
Loan, including a copy of the Assignment of Mortgage, pertaining to each
Mortgage Loan, or (b) make the Mortgage Files available to the Purchaser
for examination at the Company's offices or such other location as shall
otherwise be agreed upon by the Purchaser and the Company. Such examination
may be made by the Purchaser, or by any prospective purchaser of the
Mortgage Loans from the Purchaser, at any time before or after the Closing
Date upon prior reasonable notice to the Company. The fact that the
Purchaser or any prospective purchaser of the Mortgage Loans has conducted
or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser's (or any of its successor's)
rights to demand repurchase, substitution or other relief as provided under
this Agreement.
Section 2.06 Representations, Warranties and Agreements of Company.
The Company agrees and acknowledges that it shall, as a condition
to the consummation of the transactions contemplated hereby, make the
representations and warranties specified in Section 3.01 and 3.02 as of the
Closing Date. The Company, without conceding that the Mortgage Loans are
securities, hereby makes the following additional representations,
warranties and agreements which shall be deemed to have been made as of the
Closing Date:
(i) neither the Company nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise
disposed of any Mortgage Loans, any interest in any
Mortgage Loans or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge
or other disposition of any Mortgage Loans, any interest
in any Mortgage Loans or any other similar security from,
or otherwise approached or negotiated with respect to any
Mortgage Loans, any interest in any Mortgage Loans or any
other similar security with, any person (other than
Purchaser) in any manner, or made any general
solicitation by means of general advertising or in any
other manner, or taken any other action which would
constitute a distribution of the Mortgage Loans under the
Securities Act of 1933 (the "1933 Act") or which would
render the disposition of any Mortgage Loans a violation
of Section 5 of the 1933 Act or require registration
pursuant thereto, nor has it authorized (other than by
any general authorization pursuant to which it will
perform its obligations under this Agreement and under
which neither it nor any Person on its behalf will act
except as contemplated by this Agreement), nor will it
act, nor will it authorize any person to act subsequent
to the date hereof, in such manner with respect to the
Mortgage Loans.
(ii) the Company has not dealt with any broker or agent
or anyone else who might be entitled to a fee or
commission in connection with this transaction other than
the Purchaser.
Section 2.07 Representation, Warranties and Agreement of Purchaser.
The Purchaser, without conceding that the Mortgage Loans are
securities, hereby makes the following representations, warranties and
agreements, which shall have been deemed to have been made as of the
Closing Date.
(i) the Purchaser understands that the Mortgage Loans have
not been registered under the 1933 Act or the securities
laws of any state;
(ii) the Purchaser is acquiring the Mortgage Loans for its own
account only and not for any other person; and
(iii) the Purchaser considers itself a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters that it is capable of evaluating the merits and
risks of investment in the Mortgage Loans.
Section 2.08 Closing.
The closing for the purchase and sale of the Mortgage Loans shall
take place on the Closing Date. At the Purchaser's option, the Closing
shall be either: by telephone, confirmed by letter or wire as the parties
shall agree; or conducted in person, at such place as the parties shall
agree.
The closing shall be subject to each of the following conditions:
(i) all of the representations and warranties of the Company
under this Agreement shall be true and correct as of the
Closing Date and no event shall have occurred which, with
notice or the passage of time, would constitute a default
under this Agreement;
(ii) the Purchaser shall have received, or the Purchaser's
attorneys shall have received in escrow, all Closing
Documents as specified in Section 2.09 of this Agreement,
in such forms as are agreed upon and acceptable to the
Purchaser, duly executed by all signatories other than
the Purchaser as required pursuant to the respective
terms thereof;
(iii) the Company shall have delivered and released to the
Custodian all documents required pursuant to this
Agreement and the Custodial Agreement, and
(iv) all other terms and conditions of this Agreement shall
have been complied with.
Subject to the foregoing conditions, the Purchaser shall pay to
the Company on the Closing Date the Purchase Price by wire transfer of
immediately available funds to the account designated by the Company.
Section 2.09 Closing Documents.
With respect to the Mortgage Loans, the Closing Documents shall
consist of fully executed originals of the following documents:
(i) this Agreement, dated as of the Cut-off Date, in two
counterparts;
(ii) the Custodial Agreement, dated as of the Cut-off Date, in
three counterparts, in the form attached as Exhibit C to
this Agreement;
(iii) the Mortgage Loan Schedule, one copy to be attached to
each counterpart of this Agreement, and to each
counterpart of the Custodial Agreement, as the Mortgage
Loan Schedule thereto;
(iv) a Receipt and Certification, as required under the
Custodial Agreement;
(v) an officer's certificate of the Company substantially in
the form of Exhibit F attached hereto; and
(vi) an Opinion of Counsel of the Company, in the form of
Exhibit D hereto.
ARTICLE III
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
Section 3.01 Company Representations and Warranties.
The Company hereby represents and warrants to the Purchaser that,
as of the Closing Date:
(a) Due Organization and Authority.
The Company is a national banking association duly organized,
validly existing and in good standing under the laws of the United
States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in
good standing in each state where a Mortgaged Property is located
if the laws of such state require licensing or qualification in
order to conduct business of the type conducted by the Company,
and in any event the Company is in compliance with the laws of any
such state to the extent necessary to ensure the enforceability of
the related Mortgage Loan and the servicing of such Mortgage Loan
in accordance with the terms of this Agreement; the Company has
the full corporate power and authority to execute and deliver this
Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this
Agreement) by the Company and the consummation of the transactions
contemplated hereby have been duly and validly authorized; this
Agreement evidences the valid, binding and enforceable obligation
of the Company; and all requisite corporate action has been taken
by the Company to make this Agreement valid and binding upon the
Company in accordance with its terms;
(b) Ordinary Course of Business.
The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Company,
which is in the business of selling and servicing loans, and the
transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Company pursuant to this Agreement are not
subject to the bulk transfer or any similar statutory provisions
in effect in any applicable jurisdiction;
(c) No Conflicts.
Neither the execution and delivery of this Agreement, the
acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser or the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement will conflict with or result in a
breach of any of the terms, articles of incorporation or by-laws
or any legal restriction or any agreement or instrument to which
the Company is now a party or by which it is bound, or constitute
a default or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Company or its property is
subject, or impair the ability of the Purchaser to realize on the
Mortgage Loans, or impair the value of the Mortgage Loans;
(d) Ability to Service.
The Company is an approved seller/servicer of residential mortgage
loans for FNMA and FHLMC, with the facilities, procedures, and
experienced personnel necessary for the sound servicing of
mortgage loans of the same type as the Mortgage Loans. The Company
is in good standing to sell mortgage loans to and service mortgage
loans for FNMA and FHLMC, and no event has occurred, including but
not limited to a change in insurance coverage, which would make
the Company unable to comply with FNMA and FHLMC eligibility
requirements or which would require notification to FNMA and
FHLMC;
(e) Reasonable Servicing Fee.
The Company acknowledges and agrees that the Servicing Fee
represents reasonable compensation for performing such services
and that the entire Servicing Fee shall be treated by the Company,
for accounting and tax purposes, as compensation for the servicing
and administration of the Mortgage Loans pursuant to this
Agreement;
(f) Ability to Perform.
The Company does not believe, nor does it have any reason or cause
to believe, that it cannot perform each and every covenant
contained in this Agreement. The Company is solvent and the sale
of the Mortgage Loans will not cause the Company to become
insolvent. The sale of the Mortgage Loans is not undertaken to
hinder, delay or defraud any of the Company's creditors;
(g) No Litigation Pending.
There is no action, suit, proceeding or investigation pending or
threatened against the Company which, either in any one instance
or in the aggregate, may result in any material adverse change in
the business, operations, financial condition, properties or
assets of the Company, or in any material impairment of the right
or ability of the Company to carry on its business substantially
as now conducted, or in any material liability on the part of the
Company, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be
contemplated herein, or which would be likely to impair materially
the ability of the Company to perform under the terms of this
Agreement;
(h) No Consent Required.
No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the
Company with this Agreement or the sale of the Mortgage Loans as
evidenced by the consummation of the transactions contemplated by
this Agreement, or if required, such approval has been obtained
prior to the Closing Date;
(i) No Untrue Information.
Neither this Agreement nor any statement, report or other document
furnished or to be furnished pursuant to this Agreement or in
connection with the transactions contemplated hereby contains any
untrue statement of fact or omits to state a fact necessary to
make the statements contained therein, in light of the
circumstances under which such statements are made, not
misleading;
(j) Sale Treatment.
The Company has determined that the disposition of the Mortgage
Loans pursuant to this Agreement will be afforded sale treatment
for accounting and tax purposes;
(k) No Material Change.
There has been no material adverse change in the business,
operations, financial condition or assets of the Company since the
date of the Company's most recent financial statements; and
(l) No Brokers' Fees.
The Company has not dealt with any broker, investment banker,
agent or other Person that may be entitled to any commission or
compensation in the connection with the sale of the Mortgage
Loans.
Section 3.02 Representations and Warranties Regarding Individual
Mortgage Loans.
As to each Mortgage Loan, the Company hereby represents and
warrants to the Purchaser that as of the Closing Date (except as set forth
in (i) below):
(i) Mortgage Loans as Described.
The information set forth in the Mortgage Loan Schedule
attached hereto as Exhibit A is true and correct as of
December 1, 2001.
(ii) Payment History.
All payments required to be made prior to the Cut-Off
Date for each Mortgage Loan under the terms of the
Mortgage Note have been made and credited. No payment
under any Mortgage Loan has been 30 days delinquent more
than one time during the 12 months immediately preceeding
the Closing Date.
(iii) No Outstanding Charges.
There are no defaults by the Company in complying with
the terms of the Mortgage Note or Mortgage, and all
taxes, governmental assessments, insurance premiums,
water, sewer and municipal charges, which previously
became due and owing have been paid, or an escrow of
funds has been established for every such item which
remains unpaid and which has been assessed but is not yet
due and payable;
(iv) Original Terms Unmodified.
The terms of the Mortgage Note and Mortgage have not been
impaired, waived, altered or modified in any respect,
except by a written instrument which has been recorded,
if necessary to protect the interests of the Purchaser
and which has been delivered to the Purchaser. The
substance of any such waiver, alteration or modification
has been approved by the mortgage insurer, if the
Mortgage Loan is insured, the title insurer, to the
extent required by the policy, and its terms are
reflected on the Mortgage Loan Schedule. No Mortgagor has
been released, in whole or in part;
(v) No Defenses.
The Mortgage Loan is not subject to any right of
rescission, set-off, counterclaim or defense, including
without limitation the defense of usury, nor will the
operation of any of the terms of the Mortgage Note or the
Mortgage, or the exercise of any right thereunder, render
either the Mortgage Note or the Mortgage unenforceable,
in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including
without limitation the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto;
(vi) No Satisfaction of Mortgage.
The Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of
the Mortgage, in whole or in part, nor has any instrument
been executed that would effect any such release,
cancellation, subordination or rescission;
(vii) Validity of Mortgage Documents.
The Mortgage Note and the Mortgage and related documents
are genuine, and each is the legal, valid and binding
obligation of the maker thereof enforceable in accordance
with its terms. All parties to the Mortgage Note and the
Mortgage had legal capacity to enter into the Mortgage
Loan and to execute and deliver the Mortgage Note and the
Mortgage, and the Mortgage Note and the Mortgage have
been duly and properly executed by such parties;
(viii) No Fraud.
All the documents executed in connection with the
Mortgage Loan including, but not limited to, the Mortgage
Note and the Mortgage are free of fraud and any
misrepresentation, are signed by the persons they purport
to be signed by, and witnessed or, as appropriate,
notarized by the persons whose signatures appear as
witnesses or notaries, and each such document constitutes
the valid and binding legal obligation of the signatories
and is enforceable in accordance with its terms;
(ix) Compliance with Applicable Laws.
Any and all requirements of any federal, state or local
law including, without limitation, usury,
truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loan have been
complied with, and the Company shall maintain in its
possession, available for the Purchaser's inspection, and
shall deliver to the Purchaser upon demand, evidence of
compliance with all such requirements. All inspections,
licenses and certificates required to be made or issued
with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of
the same, including but not limited to certificates of
occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities;
(x) Location and Type of Mortgaged Property.
The Mortgaged Property is located in the state identified
in the Mortgage Loan Schedule and consists of a single
parcel (or more than one contiguous parcel) of real
property with a detached single family residence erected
thereon, or a two- to four-family dwelling, or an
individual condominium unit in a condominium project, or
an individual unit in a planned unit development or a
townhouse, provided, however, that any condominium
project or planned unit development shall conform with
the applicable FNMA or FHLMC requirements regarding such
dwellings, and no residence or dwelling is a mobile home
or a manufactured dwelling. No Mortgage Loan is secured
by a leasehold estate, and no Mortgage Loan is a
cooperative loan. As of the respective appraisal date for
each Mortgaged Property, no portion of the Mortgaged
Property was being used for commercial purposes. If the
Mortgaged Property is a condominium unit or a planned
unit development (other than a de minimis planned unit
development) such condominium or planned unit development
project meets FNMA or FHLMC eligibility requirements or
is located in a condominium or planned unit development
project which has received FNMA or FHLMC project approval
and the representations and warranties required by FNMA
or FHLMC with respect to such condominium or planned unit
development have been made and remain true and correct in
all respects;
(xi) Valid First Lien.
The Mortgage is a valid, subsisting and enforceable first
lien on the Mortgaged Property, including all buildings
on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air
conditioning systems located in or annexed to such
buildings, and all additions, alterations and
replacements made at any time with respect to the
foregoing. The lien of the Mortgage is subject only to:
1. the lien of current real property taxes
and assessments not yet due and
payable;
2. covenants, conditions and restrictions,
rights of way, easements and other
matters of the public record as of the
date of recording acceptable to
mortgage lending institutions generally
and specifically referred to in the
lender's title insurance policy or
attorney's title opinion delivered to
the originator of the Mortgage Loan and
(i) referred to or otherwise considered
in the appraisal made for the
originator of the Mortgage Loan and
(ii) which do not adversely affect the
Appraised Value of the Mortgaged
Property set forth in such appraisal;
and
3. other matters to which like properties
are commonly subject which do not
materially interfere with the benefits
of the security intended to be provided
by the mortgage or the use, enjoyment,
value or marketability of the related
Mortgaged Property.
Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, subsisting
and enforceable first lien and first priority security
interest on the property described therein and the
Company has full right to sell and assign the same to the
Purchaser;
(xii) Full Disbursement of Proceeds.
The proceeds of the Mortgage Loan have been fully
disbursed, except for escrows established or created due
to seasonal weather conditions, and there is no
requirement for future advances thereunder. All costs,
fees and expenses incurred in making or closing the
Mortgage Loan and the recording of the Mortgage were
paid, and the Mortgagor is not entitled to any refund of
any amounts paid or due under the Mortgage Note or
Mortgage;
(xiii) Ownership.
The Company is the sole owner of record and holder of the
Mortgage Loan and the related Mortgage Note and the
Mortgage are not assigned or pledged, and the Company has
good and marketable title thereto and has full right and
authority to transfer and sell the Mortgage Loan to the
Purchaser. The Company is transferring the Mortgage Loan
free and clear of any and all encumbrances, liens,
pledges, equities, participation interests, claims,
charges or security interests of any nature encumbering
such Mortgage Loan;
(xiv) Origination/Doing Business.
The Mortgage Loan was originated by a savings and loan
association, a savings bank, a commercial bank, a credit
union, an insurance company, or similar institution which
is supervised and examined by a federal or state
authority or by a mortgagee approved by the Secretary of
Housing and Urban Development pursuant to Sections 203
and 211 or the National Housing Act. All parties which
have had any interest in the Mortgage Loan, whether as
mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such
interest, were) (1) in compliance with any and all
applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and any
qualification requirements of FNMA or FHLMC, as
applicable, and (2) organized under the laws of such
state, or (3) qualified to do business in such state, or
(4) federal savings and loan associations or national
banks having principal offices in such state, or (5) not
doing business in such state;
(xv) Title Insurance.
The Mortgage Loan is covered by an ALTA lender's title
insurance policy or other generally acceptable form of
policy of insurance acceptable to FNMA or FHLMC, as
applicable, issued by a title insurer acceptable to FNMA
or FHLMC, as applicable, and qualified to do business in
the jurisdiction where the Mortgaged Property is located,
insuring the Company, its successors and assigns, as to
the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan, subject only to
the exceptions contained in clauses (1), (2) and (3) of
paragraph (xi) of this Section 3.02; provided, however,
that in the case of any Mortgage Loan secured by a
Mortgaged Property located in a jurisdiction where such
policies are generally not available, the Mortgage Loan
is the subject of an opinion of counsel of the type
customarily rendered in such jurisdiction in lieu of
title insurance. The Company is the sole insured of such
lender's title insurance policy, and such lender's title
insurance policy is in full force and effect and will be
in force and effect upon the consummation of the
transactions contemplated by this Agreement. No claims
have been made under such lender's title insurance
policy, and no prior holder of the Mortgage, including
the Company, has done, by act or omission, anything which
would impair the coverage of such lender's title
insurance policy;
(xvi) No Mechanics' Liens.
There are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no
rights are outstanding that under the law could give rise
to such liens) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage which
are not insured against by the title insurance policy
referenced in Section (xv) above;
(xvii) Location of Improvements; No Encroachments.
Except as insured against by the title insurance policy
referenced in Section (xv) above, all improvements which
were considered in determining the Appraised Value of the
Mortgaged Property lay wholly within the boundaries and
building restriction lines of the Mortgaged Property and
no improvements on adjoining properties encroach upon the
Mortgaged Property. No improvement located on or being
part of the Mortgaged Property is in violation of any
applicable zoning law or regulation;
(xviii) Customary Provisions.
The Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of
the holder thereof adequate for the realization against
the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a
Mortgage designated as a deed of trust, by trustee's
sale, and (ii) otherwise by judicial foreclosure. There
is no homestead or other exemption available to a
Mortgagor which would interfere with the right to sell
the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage;
(xix) Occupancy of the Mortgaged Property.
As of the date of origination, the Mortgaged Property was
lawfully occupied under applicable law.
(xx) No Additional Collateral.
The Mortgage Note is not and has not been secured by any
collateral, pledged account or other security except the
lien of the corresponding Mortgage and the security
interest of any applicable security agreement or chattel
mortgage referred to in (xi) above;
(xxi) Deeds of Trust.
In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as
such, has been properly designated and currently so
serves and is named in the Mortgage, and no fees or
expenses are or will become payable by the Mortgagee to
the trustee under the deed of trust, except in connection
with a trustee's sale after default by the Mortgagor;
(xxii) Transfer of Mortgage Loans.
The Assignment is in recordable form and is acceptable
for recording under the laws of the jurisdiction in which
the Mortgaged Property is located.
(xxiii) Mortgaged Property Undamaged.
The Mortgaged Property is not materially damaged by
water, fire, earthquake or earth movement, windstorm,
flood, tornado or other casualty so as to affect
adversely the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises
were intended;
(xxiv) Collection Practices; Escrow Deposits.
The origination and collection practices used with
respect to the Mortgage Loan have been in accordance with
Acceptable Servicing Practices, and have been in all
material respects legal and proper and in accordance with
the terms of the Mortgage Note and Mortgage. All Escrow
Payments have been collected in full compliance with
state and federal law. An escrow of funds is not
prohibited by applicable law and has been established to
pay for every item that remains unpaid and has been
assessed but is not yet due and payable. No escrow
deposits or Escrow Payments or other charges or payments
due the Company have been capitalized under the Mortgage
Note;
(xxv) No Condemnation.
To the best of Company's knowledge, there is no
proceeding pending or threatened for the total or partial
condemnation of the related Mortgaged Property;
(xxvi) The Appraisal.
The Mortgage Loan Documents contain an appraisal of the
related Mortgaged Property by an appraiser who had no
interest, direct or indirect, in the Mortgaged Property
or in any loan made on the security thereof; and whose
compensation is not affected by the approval or
disapproval of the Mortgage Loan, and the appraisal and
the appraiser both satisfy the applicable requirements of
FNMA or FHLMC as applicable;
(xxvii) Insurance.
The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC as
applicable against loss by fire and such hazards as are
covered under a standard extended coverage endorsement,
in an amount which is not less than the lesser of 100%
of the insurable value of the Mortgaged Property and the
outstanding principal balance of the Mortgage Loan, but
in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement
cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a
blanket policy for the project; the insurance policy
contains a standard clause naming the originator of such
mortgage loan, its successor and assigns, as insured
mortgagee; if upon origination of the Mortgage Loan, the
improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal
Emergency Management Agency as having special flood
hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally
acceptable insurance carrier, in an amount representing
coverage not less than the least of (A) the outstanding
principal balance of the Mortgage Loan, (B) the full
insurable value and (C) the maximum amount of insurance
which was available under the Flood Disaster Protection
Act of 1983, as amended; and the Mortgage obligates the
mortgagor thereunder to maintain all such insurance at
the mortgagor's cost and expense and the Company has not
acted or failed to act so as to impair the coverage of
any such insurance policy or the validity, binding
effect and enforceability thereof;
(xxviii) Soldiers' and Sailors' Civil Relief Act.
The Mortgagor has not notified the Company, and the
Company has no knowledge of any relief requested or
allowed to the Mortgagor under the Soldiers' and
Sailors' Civil Relief Act of 1940, as amended;
(xxix) Payment Terms.
The Mortgage Note is payable on the first day of each
month in equal monthly installments of principal and
interest, with interest in arrears, providing for full
amortization by maturity over a scheduled term of no
more than 30 years. No Mortgage Loan has a shared
appreciation or other contingent interest feature, or
permits negative amortization;
(xxx) No Defaults.
Except with respect to delinquencies identified on the
Mortgage Loan Schedule, there is no default, breach,
violation or event of acceleration existing under any
Mortgage or Mortgage Note and no event that, with the
passage of time or with notice and the expiration of any
grace or cure period, would constitute a default,
breach, violation or event of acceleration, and the
Company has not waived any default, breach, violation or
event of acceleration; and
(xxxi) Loan-to-Value Ratio; Modifications; No Foreclosures.
The Loan-to-Value Ratio of each Mortgage Loan was less
than 125% at the time of its origination or refinancing,
as applicable. No Mortgage Loan is subject to a written
foreclosure agreement or pending foreclosure
proceedings.
(xxxii) Primary Mortgage Insurance.
Each Mortgage Loan with an LTV at origination in excess
of 80% will be subject to a Primary Mortgage Insurance
Policy, issued by an insurer acceptable to FNMA or
FHLMC, in at least such amounts as are required by FHLMC
or FNMA. All provisions of such Primary Mortgage
Insurance Policy have been and are being complied with,
such policy is in full force and effect, and all
premiums due thereunder have been paid. Any Mortgage
subject to any such Primary Mortgage Insurance Policy
obligates the Mortgagor thereunder to maintain such
insurance and to pay all premiums and charges in
connection therewith unless terminable in accordance
with FHLMC standards or applicable law.
(xxxiii) Underwriting Guidelines.
The Mortgage Loan was underwritten in accordance with
the Company's underwriting guidelines in effect at the
time of origination with exceptions thereto exercised in
a reasonable manner.
(xxxiv) Adverse Selection.
The Company used no adverse selection procedures in
selecting the Mortgage Loan from among the outstanding
first-lien residential mortgage loans owned by it which
were available for inclusion in the Mortgage Loans.
(xxxv) No Bankruptcy.
To the best of the Company's knowledge, no Mortgagor was
a debtor in any state or federal bankruptcy or
insolvency proceeding at the time the Mortgage Loan was
originated and as of the Closing Date, the Company has
not received notice that any Mortgagor is a debtor under
any state or federal bankruptcy or insolvency
proceeding.
Section 3.03 Repurchase.
It is understood and agreed that the representations and
warranties set forth in Sections 3.01 and 3.02 shall survive the sale of
the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan
Documents to the Custodian and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage
Note or Assignment of Mortgage or the examination or failure to examine any
Mortgage File. Upon discovery by either the Company or the Purchaser of a
breach of any of the foregoing representations and warranties which
materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser (or which materially and adversely affects the
interests of Purchaser in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan), the
party discovering such breach shall give prompt written notice to the
other.
Within 90 days of the earlier of either discovery by or notice to
the Company of any breach of a representation or warranty which materially
and adversely affects the value of the Mortgage Loans, (i) the Company
shall use its best efforts promptly to cure such breach in all material
respects and (ii) if such breach cannot be cured, the Company shall, at the
Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price.
In the event that a breach shall involve any representation or warranty set
forth in Section 3.01, and such breach cannot be cured within 90 days of
the earlier of either discovery by or notice to the Company of such breach,
all of the Mortgage Loans shall, at the Purchaser's option, be repurchased
by the Company at the Repurchase Price. Any repurchase of a Mortgage Loan
or Loans pursuant to the foregoing provisions of this Section 3.03 shall be
accomplished by deposit in the Custodial Account of the amount of the
Repurchase Price as required in Section 4.04, for distribution to Purchaser
on the Remittance Date for the month following the date of the repurchase,
after deducting therefrom any amount received in respect of such
repurchased Mortgage Loan or Loans and being held in the Custodial Account
for future distribution for application in accordance with Section 5.01.
At the time of repurchase, the Purchaser and the Company shall
arrange for the reassignment of the repurchased Mortgage Loan to the
Company and the delivery to the Company of any documents held by the
Custodian relating to the repurchased Mortgage Loan. In the event of a
repurchase, the Company shall, simultaneously with such reassignment, give
written notice to the Purchaser that such repurchase has taken place and
amend the Mortgage Loan Schedule to reflect the withdrawal of the
repurchased Mortgage Loan from this Agreement.
In addition to such repurchase obligation, the Company shall
indemnify the Purchaser and hold it harmless against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and other costs and expenses (excluding, however,
punitive damages, loss of profit damages and exemplary damages) resulting
from any claim, demand, defense or assertion based on or grounded upon, or
resulting from, a breach of the Company's representations and warranties
contained in this Agreement. It is understood and agreed that the
obligations of the Company set forth in this Section 3.03 to cure or
repurchase a defective Mortgage Loan and to indemnify the Purchaser as
provided in this Section 3.03 and Section 8.01, constitute the sole
remedies of the Purchaser respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Company relating to or arising out
of the breach of any representations and warranties made in Sections 3.01
and 3.02 shall accrue as to any Mortgage Loan upon the earliest of (i)
discovery of such breach by the Company or the Purchaser or notice thereof
by the Purchaser to the Company, (ii) failures by the Company to cure such
breach or repurchase such Mortgage Loan as specified above, and (iii)
demand upon the Company by the Purchaser for compliance with this
Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer.
The Company, as an independent contractor, shall service and
administer the Mortgage Loans and shall have full power and authority,
acting alone or through the utilization of a third party servicing
provider, to do any and all things in connection with such servicing and
administration which the Company may deem necessary or desirable,
consistent with the terms of this Agreement and with Accepted Servicing
Practices.
Consistent with the terms of this Agreement and subject to the
REMIC Provisions if the Mortgage Loans have been transferred to a REMIC,
the Company may waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of strict compliance with any such term or in
any manner grant indulgence to any Mortgagor if in the Company's reasonable
and prudent determination such waiver, modification, postponement or
indulgence is not materially adverse to the Purchaser. In the event of any
such modification which permits the deferral of interest or principal
payments on any Mortgage Loan, the Company shall, on the Business Day
immediately preceding the Remittance Date in any month in which any such
principal or interest payment has been deferred, deposit in the Custodial
Account from its own funds, in accordance with Section 5.03, the difference
between (a) such month's principal and one month's interest at the Mortgage
Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan
and (b) the amount paid by the Mortgagor. The Company shall be entitled to
reimbursement for such advances to the same extent as for all other
advances made pursuant to Section 5.03. Without limiting the generality of
the foregoing, the Company shall continue, and is hereby authorized and
empowered, to execute and deliver on behalf of itself and the Purchaser,
all instruments of satisfaction or cancellation, or of partial or full
release, discharge and all other comparable instruments, with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. If
reasonably required by the Company, the Purchaser shall furnish the Company
with any powers of attorney and other documents necessary or appropriate to
enable the Company to carry out its servicing and administrative duties
under this Agreement.
In servicing and administering the Mortgage Loans, the Company
shall employ procedures (including collection procedures) and exercise the
same care that it customarily employs and exercises in servicing and
administering mortgage loans for its own account, giving due consideration
to Accepted Servicing Practices where such practices do not conflict with
the requirements of this Agreement, and the Purchaser's reliance on the
Company.
Section 4.02 Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not
postponed pursuant to Section 4.01 is not paid when the same becomes due
and payable, or in the event the Mortgagor fails to perform any other
covenant or obligation under the Mortgage Loan and such failure continues
beyond any applicable grace period, the Company shall take such action as
(1) the Company would take under similar circumstances with respect to a
similar mortgage loan held for its own account for investment, (2) shall be
consistent with Accepted Servicing Practices, and (3) the Company shall
determine prudently to be in the best interest of Purchaser. In the event
that any payment due under any Mortgage Loan is not postponed pursuant to
Section 4.01 and remains delinquent for a period of 90 days or any other
default continues for a period of 90 days beyond the expiration of any
grace or cure period, the Company shall commence foreclosure proceedings,
the Company shall notify the Purchaser in writing of the Company's
intention to do so, and the Company shall not commence foreclosure
proceedings if the Purchaser objects to such action within three (3)
Business Days of receiving such notice. In the event the Purchaser objects
to such foreclosure action, the Company shall not be required to make
Monthly Advances with respect to such Mortgage Loan, pursuant to Section
5.03, and the Company's obligation to make such Monthly Advances shall
terminate on the 90th day referred to above. In such connection, the
Company shall from its own funds make all necessary and proper Servicing
Advances, provided, however, that the Company shall not be required to
expend its own funds in connection with any foreclosure or towards the
restoration or preservation of any Mortgaged Property, unless it shall
determine (a) that such preservation, restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to Purchaser
after reimbursement to itself for such expenses and (b) that such expenses
will be recoverable by it either through Liquidation Proceeds (respecting
which it shall have priority for purposes of withdrawals from the Custodial
Account pursuant to Section 4.05) or through Insurance Proceeds (respecting
which it shall have similar priority).
Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Company has reasonable cause to believe that
a Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, or if the Purchaser otherwise requests an environmental inspection
or review of such Mortgaged Property, such an inspection or review is to be
conducted by a qualified inspector. The cost for such inspection or review
shall be borne by the Purchaser. Upon completion of the inspection or
review, the Company shall promptly provide the Purchaser with a written
report of the environmental inspection.
After reviewing the environmental inspection report, the Purchaser
shall determine how the Company shall proceed with respect to the Mortgaged
Property. In the event (a) the environmental inspection report indicates
that the Mortgaged Property is contaminated by hazardous or toxic
substances or wastes and (b) the Purchaser directs the Company to proceed
with foreclosure or acceptance of a deed in lieu of foreclosure, the
Company shall be reimbursed for all reasonable costs associated with such
foreclosure or acceptance of a deed in lieu of foreclosure and any related
environmental clean up costs, as applicable, from the related Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to fully
reimburse the Company, the Company shall be entitled to be reimbursed from
amounts in the Custodial Account pursuant to Section 4.05 hereof. In the
event the Purchaser directs the Company not to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Company shall be
reimbursed for all Servicing Advances made with respect to the related
Mortgaged Property from the Custodial Account pursuant to Section 4.05
hereof.
Section 4.03 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest
on all Mortgage Loans are paid in full, the Company shall proceed
diligently to collect all payments due under each of the Mortgage Loans
when the same shall become due and payable in accordance with Accepted
Servicing Practices and, shall take special care in ascertaining and
estimating Escrow Payments and all other charges that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property, to
the end that the installments payable by the Mortgagors will be sufficient
to pay such charges as and when they become due and payable.
Section 4.04 Establishment of and Deposits to Custodial Account.
The Company shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more
Custodial Accounts, in the form of time deposit or demand accounts, titled
"Bank of America, N.A., in trust for the Purchaser of Residential Mortgage
Loans serviced under a Seller's Warranties and Servicing Agreement, dated
as of December 1, 2001, and various Mortgagors - P & I", or as otherwise
directed in writing by the Purchaser or its assigns after the Closing Date
in connection with any Whole Loan Transfer or Pass-Through Transfer. The
Custodial Account shall be established with a Qualified Depository. Upon
request of the Purchaser and within ten (10) days thereof, the Company
shall provide the Purchaser with written confirmation of the existence of
such Custodial Account. Any funds deposited in the Custodial Account shall
at all times be insured to the fullest extent allowed by applicable law.
Funds deposited in the Custodial Account may be drawn on by the Company in
accordance with Section 4.05.
The Company shall deposit in the Custodial Account within one
Business Day (or two Business Days in the case of the amounts described in
clauses (iii) through (v) below) of the Company's receipt, and retain
therein, the following collections received by the Company and payments
made by the Company after the Cut-off Date, other than payments of
principal and interest due on or before the Cut-off Date:
(i) all payments on account of principal on the Mortgage
Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to be
deposited pursuant to Section 4.10 (other than proceeds
to be held in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or
released to the Mortgagor in accordance with Section
4.14), Section 4.11 and Section 4.15;
(v) all Condemnation Proceeds which are not applied to the
restoration or repair of the Mortgaged Property or
released to the Mortgagor in accordance with Section
4.14;
(vi) any amount required to be deposited in the Custodial
Account pursuant to Section 4.01, 5.01, 5.03, 6.01 or
6.02;
(vii) any amounts payable in connection with the repurchase of
any Mortgage Loan pursuant to Section 2.03, 3.03 or 6.02;
(viii) with respect to each Principal Prepayment an amount (to
be paid by the Company out of its own funds, but not in
excess of its Servicing Fee for the related Due Period)
which, when added to all amounts allocable to interest
received in connection with the Principal Prepayment,
equals one month's interest on the amount of principal so
prepaid at the Mortgage Loan Remittance Rate;
(ix) any amounts required to be deposited by the Company
pursuant to Section 4.11 in connection with the
deductible clause in any blanket hazard insurance policy;
and
(x) any amounts received with respect to or related to any
REO Property and all REO Disposition Proceeds pursuant to
Section 4.16.
The foregoing requirements for deposit into the Custodial Account
shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments in the nature of late payment
charges and assumption fees, to the extent permitted by Section 6.01, need
not be deposited by the Company into the Custodial Account. Any interest
paid on funds deposited in the Custodial Account by the depository
institution shall accrue to the benefit of the Company and the Company
shall be entitled to retain and withdraw such interest from the Custodial
Account pursuant to Section 4.05.
Section 4.05 Permitted Withdrawals From Custodial Account.
The Company shall, from time to time, withdraw funds from the
Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in
the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances of the Company's
funds made pursuant to Section 5.03, the Company's right
to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan
which represent late payments of principal and/or
interest respecting which any such advance was made, it
being understood that, in the case of any such
reimbursement, the Company's right thereto shall be prior
to the rights of Purchaser, except that, where the
Company is required to repurchase a Mortgage Loan
pursuant to Section 2.03, 3.03 or 6.02, the Company's
right to such reimbursement shall be subsequent to the
payment to the Purchaser of the Repurchase Price pursuant
to such sections and all other amounts required to be
paid to the Purchaser with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances,
and for any unpaid Servicing Fees, the Company's right to
reimburse itself pursuant to this subclause (iii) with
respect to any Mortgage Loan being limited to related
Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds and such other amounts as may be collected by
the Company from the Mortgagor or otherwise relating to
the Mortgage Loan, it being understood that, in the case
of any such reimbursement, the Company's right thereto
shall be prior to the rights of Purchaser, except that
where the Company is required to repurchase a Mortgage
Loan pursuant to Section 2.03, 3.03 or 6.02, in which
case the Company's right to such reimbursement shall be
subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other
amounts required to be paid to the Purchaser with respect
to such Mortgage Loan;
(iv) to pay itself as servicing compensation any interest on
funds deposited in the Custodial Account;
(v) to reimburse itself for expenses incurred to the extent
reimbursable pursuant to Section 8.01;
(vi) to pay any amount required to be paid pursuant to Section
4.16 related to any REO Property, it being understood
that, in the case of any such expenditure or withdrawal
related to a particular REO Property, the amount of such
expenditure or withdrawal from the Custodial Account
shall be limited to amounts on deposit in the Custodial
Account with respect to the related REO Property;
(vii) to reimburse itself for any Monthly Advances, Servicing
Advances or REO expenses after liquidation of the
Mortgaged Property to the extent not otherwise reimbursed
above;
(viii) to reimburse the trustee with respect to any Pass-Through
Transfer for any unreimbursed Monthly Advances or
Servicing Advances made by the Trustee, as applicable,
the right to reimbursement pursuant to this subclause
(viii) with respect to any Mortgage Loan being limited to
related Liquidation Proceeds, proceeds of REO
Dispositions, Condemnation Proceeds, Insurance Proceeds
and such other amounts as may be collected by the Company
from the Mortgagor or otherwise relating to the Mortgage
Loan, it being understood that, in the case of such
reimbursement, such trustee's right thereto shall be
prior to the rights of the Company to reimbursement under
(ii) and (iii), and prior to the rights of the Purchaser
under (i);
(ix) to remove funds inadvertently placed in the Custodial
Account by the Company; and
(x) to clear and terminate the Custodial Account upon the
termination of this Agreement.
In the event that the Custodian Account is interest bearing, on
each Remittance Date, the Company shall withdraw all interest earned on
funds on deposit in the Custodial Account. The Company may use such
withdrawn funds only for the purposes described in this Section 4.05.
Section 4.06 Establishment of and Deposits to Escrow Account.
The Company shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan constituting Escrow Payments separate
and apart from any of its own funds and general assets and shall establish
and maintain one or more Escrow Accounts, in the form of time deposit or
demand accounts, titled, "Bank of America, N.A., in trust for the Purchaser
under the Seller's Warranties and Servicing Agreement dated as of December
21, 2001 and/or subsequent purchasers of Mortgage Loans, and various
Mortgagors - T & I." The Escrow Accounts shall be established with a
Qualified Depository, in a manner which shall provide maximum available
insurance thereunder. Upon request of the Purchaser and within ten (10)
days thereof, the Company shall provide the Purchaser with written
confirmation of the existence of such Escrow Account. Funds deposited in
the Escrow Account may be drawn on by the Company in accordance with
Section 4.07.
The Company shall deposit in the Escrow Account or Accounts within
two (2) Business Days of the Company's receipt, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage
Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all amounts representing Insurance Proceeds or
Condemnation Proceeds which are to be applied to the
restoration or repair of any Mortgaged Property; and
(iii) all amounts representing proceeds of any Primary Mortgage
Insurance Policy.
The Company shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, as set forth in
Section 4.07. The Company shall be entitled to retain any interest paid on
funds deposited in the Escrow Account by the depository institution, other
than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the Company shall pay interest on
escrowed funds to the Mortgagor notwithstanding that the Escrow Account may
be non-interest bearing or that interest paid thereon is insufficient for
such purposes.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the
Company only:
(i) to effect timely payments of ground rents, taxes,
assessments, water rates, mortgage insurance premiums,
condominium charges, fire and hazard insurance premiums
or other items constituting Escrow Payments for the
related Mortgage;
(ii) to reimburse the Company for any Servicing Advances made
by the Company pursuant to Section 4.08 with respect to a
related Mortgage Loan, but only from amounts received on
the related Mortgage Loan which represent late
collections of Escrow Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in
excess of the amounts required under the terms of the
related Mortgage Loan;
(iv) for transfer to the Custodial Account and application to
reduce the principal balance of the Mortgage Loan in
accordance with the terms of the related Mortgage and
Mortgage Note;
(v) for application to restoration or repair of the Mortgaged
Property in accordance with the procedures outlined in
Section 4.14;
(vi) to pay to the Company, or any Mortgagor to the extent
required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to remove funds inadvertently placed in the Escrow
Account by the Company;
(viii) to clear and terminate the Escrow Account on the
termination of this Agreement; and
(xi) to apply the proceeds of any Primary Mortgage Insurance
Policy as if such proceeds were payments on, or
liquidation proceeds of, the related Mortgage Loan as the
case may be.
Section 4.08 Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Company shall maintain
accurate records reflecting the status of ground rents, taxes, assessments,
water rates, sewer rents, and other charges which are or may become a lien
upon the Mortgaged Property and fire and hazard insurance coverage and
shall obtain, from time to time, all bills for the payment of such charges
(including renewal premiums) and shall effect payment thereof prior to the
applicable penalty or termination date, employing for such purpose deposits
of the Mortgagor in the Escrow Account which shall have been estimated and
accumulated by the Company in amounts sufficient for such purposes, as
allowed under the terms of the Mortgage. The Company assumes full
responsibility for the timely payment of all such bills and shall effect
timely payment of all such charges irrespective of each Mortgagor's
faithful performance in the payment of same of the making of the Escrow
Payments, and the Company shall make advances from its own funds to effect
such payments.
Section 4.09 Protection of Accounts.
The Company may transfer the Custodial Account or the Escrow
Account to a different Qualified Depository from time to time, upon prior
written notice to the Purchaser.
Section 4.10 Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan
hazard insurance such that all buildings upon the Mortgaged Property are
insured by an insurer acceptable to FNMA or FHLMC, against loss by fire,
hazards of extended coverage and such other hazards as are customary in the
area where the Mortgaged Property is located, in an amount which is at
least equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan and (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan and (b) an amount such
that the proceeds thereof shall be sufficient to prevent the Mortgagor or
the loss payee from becoming a co-insurer. In the event a hazard insurance
policy shall be in danger of being terminated, or in the event the insurer
shall cease to be acceptable to FNMA or FHLMC, the Company shall notify the
Purchaser and the related Mortgagor, and shall use its best efforts, as
permitted by applicable law, to obtain from another Qualified Insurer a
replacement hazard insurance policy substantially and materially similar in
all respects to the original policy. In no event, however, shall a Mortgage
Loan be without a hazard insurance policy at any time, subject only to
Section 4.11 hereof.
If upon origination of the Mortgage Loan, the related Mortgaged
Property was located in an area identified by the Flood Emergency
Management Agency as having special flood hazards (and such flood insurance
has been made available) a flood insurance policy meeting the requirements
of the current guidelines of the Federal Insurance Administration is in
effect with a generally acceptable insurance carrier acceptable to FNMA or
FHLMC, in an amount representing coverage equal to the lesser of (i) the
minimum amount required, under the terms of coverage, to compensate for any
damage or loss on a replacement cost basis (or the unpaid balance of the
mortgage if replacement cost coverage is not available for the type of
building insured) and (ii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended.
If a Mortgage is secured by a unit in a condominium project, the
Company shall verify that the coverage required of the owner's association,
including hazard, flood, liability, and fidelity coverage, is being
maintained in accordance with then current FNMA or FHLMC requirements, and
secure from the owner's association its agreement to notify the Company
promptly of any change in the insurance coverage or of any condemnation or
casualty loss that may have a material effect on the value of the Mortgaged
Property as security.
In the event that any Purchaser or the Company shall determine
that the Mortgaged Property should be insured against loss or damage by
hazards and risks not covered by the insurance required to be maintained by
the Mortgagor pursuant to the terms of the Mortgage, the Company shall
communicate and consult with the Mortgagor with respect to the need for
such insurance and bring to the Mortgagor's attention the desirability of
protection of the Mortgaged Property.
All policies required hereunder shall name the Company as loss
payee and shall be endorsed with standard or union mortgagee clauses,
without contribution, which shall provide for at least 30 days prior
written notice of any cancellation, reduction in amount or material change
in coverage.
The Company shall not interfere with the Mortgagor's freedom of
choice in selecting either his insurance carrier or agent, provided,
however, that the Company shall not accept any such insurance policies from
insurance companies unless such companies are acceptable to FNMA and FHLMC
and are licensed to do business in the jurisdiction in which the Mortgaged
Property is located. The Company shall determine that such policies provide
sufficient risk coverage and amounts, that they insure the property owner,
and that they properly describe the property address.
Pursuant to Section 4.04, any amounts collected by the Company
under any such policies (other than amounts to be deposited in the Escrow
Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the Mortgage Loan, or to
be released to the Mortgagor, in accordance with the Company's normal
servicing procedures as specified in Section 4.14) shall be deposited in
the Custodial Account subject to withdrawal pursuant to Section 4.05.
Section 4.11 Maintenance of Mortgage Impairment Insurance.
In the event that the Company shall obtain and maintain a blanket
policy insuring against losses arising from fire and hazards covered under
extended coverage on all of the Mortgage Loans, then, to the extent such
policy provides coverage in an amount equal to the amount required pursuant
to Section 4.10 and otherwise complies with all other requirements of
Section 4.10, it shall conclusively be deemed to have satisfied its
obligations as set forth in Section 4.10. The Company shall prepare and
make any claims on the blanket policy as deemed necessary by the Company in
accordance with Accepted Servicing Practices. Any amounts collected by the
Company under any such policy relating to a Mortgage Loan shall be
deposited in the Custodial Account subject to withdrawal pursuant to
Section 4.05. Such policy may contain a deductible clause, in which case,
in the event that there shall not have been maintained on the related
Mortgaged Property a policy complying with Section 4.10, and there shall
have been a loss which would have been covered by such policy, the Company
shall deposit in the Custodial Account at the time of such loss the amount
not otherwise payable under the blanket policy because of such deductible
clause, such amount to be deposited from the Company's funds, without
reimbursement therefor. Upon request of any Purchaser, the Company shall
cause to be delivered to such Purchaser a certified true copy of such
policy and a statement from the insurer thereunder that such policy shall
in no event be terminated or materially modified without 30 days' prior
written notice to such Purchaser.
Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions
Insurance.
The Company shall maintain with responsible companies, at its own
expense, a blanket Fidelity Bond and an Errors and Omissions Insurance
Policy, with broad coverage on all officers, employees or other persons
acting in any capacity requiring such persons to handle funds, money,
documents or papers relating to the Mortgage Loans ("Company Employees").
Any such Fidelity Bond and Errors and Omissions Insurance Policy shall be
in the form of the Mortgage Banker's Blanket Bond and shall protect and
insure the Company against losses, including forgery, theft, embezzlement,
fraud, errors and omissions and negligent acts of such Company Employees.
Such Fidelity Bond and Errors and Omissions Insurance Policy also shall
protect and insure the Company against losses in connection with the
release or satisfaction of a Mortgage Loan without having obtained payment
in full of the indebtedness secured thereby. No provision of this Section
4.12 requiring such Fidelity Bond and Errors and Omissions Insurance Policy
shall diminish or relieve the Company from its duties and obligations as
set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the amounts acceptable to FNMA
or FHLMC. Upon the request of any Purchaser, the Company shall cause to be
delivered to such Purchaser a certified true copy of such fidelity bond and
insurance policy and a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or
materially modified without 30 days' prior written notice to the Purchaser.
Section 4.13 Inspections.
If any Mortgage Loan is more than 60 days delinquent, the Company
immediately shall inspect the Mortgaged Property and shall conduct
subsequent inspections in accordance with Accepted Servicing Practices or
as may be required by the primary mortgage guaranty insurer. The Company
shall keep a written report of each such inspection.
Section 4.14 Restoration of Mortgaged Property.
The Company need not obtain the approval of the Purchaser prior to
releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor
to be applied to the restoration or repair of the Mortgaged Property if
such release is in accordance with Accepted Servicing Practices. For claims
greater than the lesser of $15,000 or any amount prescribed by applicable
FNMA or FHLMC guidelines, at a minimum the Company shall comply with the
following conditions in connection with any such release of Insurance
Proceeds or Condemnation Proceeds:
(i) The Company shall receive satisfactory independent
verification of completion of repairs and issuance of any
required approvals with respect thereto;
(ii) the Company shall take all steps necessary to preserve
the priority of the lien of the Mortgage, including, but
not limited to requiring waivers with respect to
mechanics' and materialmen's liens;
(iii) the Company shall verify that the Mortgage Loan is not in
default; and
(iv) pending repairs or restoration, the Company shall place
the Insurance Proceeds or Condemnation Proceeds in the
Escrow Account.
If the Purchaser is named as an additional loss payee, the Company
is hereby empowered to endorse any loss draft issued in respect of such a
claim in the name of the Purchaser.
Section 4.15 Claims.
In connection with its activities as servicer, the Company agrees
to prepare and present, on behalf of itself and the Purchaser, claims to
the insurer in a timely fashion and, in this regard, to take such action as
shall be necessary to permit recovery respecting a defaulted Mortgage Loan.
Pursuant to Section 4.04, any amounts collected by the Company under any
guaranty shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05.
Section 4.16 Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of
sale shall be taken in the name of the Company, or in the event the Company
is not authorized or permitted to hold title to real property in the state
where the REO Property is located, or would be adversely affected under the
"doing business" or tax laws of such state by so holding title, or the
perfection of the ownership or security interest of the Purchaser in such
REO Property would be adversely effected, the deed or certificate of sale
shall be taken in the name of such Person or Persons as shall be consistent
with an Opinion of Counsel obtained by the Company from any attorney duly
licensed to practice law in the state where the REO Property is located.
The Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the
Purchaser.
The Company shall manage, conserve, protect and operate each REO
Property for the Purchaser solely for the purpose of its prompt disposition
and sale. The Company, either itself or through an agent selected by the
Company, shall manage, conserve, protect and operate the REO Property in
the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that
similar property in the same locality as the REO Property is managed. The
Company shall attempt to sell the same (and may temporarily rent the same
for a period not greater than one year, except as otherwise provided below)
on such terms and conditions as the Company deems to be in the best
interest of the Purchaser.
The Company shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event
within one year after title has been taken to such REO Property, unless (i)
a REMIC election has not been made with respect to the arrangement under
which the Mortgage Loans and the REO Property are held, and (ii) the
Company determines, and gives an appropriate notice to the Purchaser to
such effect, that a longer period is necessary for the orderly liquidation
of such REO Property. If a period longer than one year is permitted under
the foregoing sentence and is necessary to sell any REO Property, (i) the
Company shall report monthly to the Purchaser as to the progress being made
in selling such REO Property and (ii) if, with the written consent of the
Purchaser, a purchase money mortgage is taken in connection with such sale,
such purchase money mortgage shall name the Company as mortgagee, and such
purchase money mortgage shall not be held pursuant to this Agreement, but
instead a separate participation agreement among the Company and Purchaser
shall be entered into with respect to such purchase money mortgage.
The Company shall also maintain on each REO Property fire and
hazard insurance with extended coverage in amount which is at least equal
to the maximum insurable value of the improvements which are a part of such
property, liability insurance and, to the extent required and available
under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in the amount required above.
The disposition of REO Property shall be carried out by the
Company at such price, and upon such terms and conditions, as the Company
deems to be in the best interests of the Purchaser. The proceeds of sale of
the REO Property shall be promptly deposited in the Custodial Account. As
soon as practical thereafter the expenses of such sale shall be paid and
the Company shall reimburse itself for any related unreimbursed Servicing
Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to
Section 5.03. On the Remittance Date immediately following the Principal
Prepayment Period in which such sale proceeds are received the net cash
proceeds of such sale remaining in the Custodial Account shall be
distributed to the Purchaser.
The Company shall withdraw the Custodial Account funds necessary
for the proper operation management and maintenance of the REO Property,
including the cost of maintaining any hazard insurance pursuant to Section
4.10 and the fees of any managing agent of the Company, or the Company
itself. The Company shall make monthly distributions on each Remittance
Date to the Purchaser of the net cash flow from the REO Property (which
shall equal the revenues from such REO Property net of the expenses
described in the Section 4.16 and of any reserves reasonably required from
time to time to be maintained to satisfy anticipated liabilities for such
expenses).
Section 4.17 Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 5.02,
the Company shall furnish to the Purchaser on or before the Remittance Date
each month a statement with respect to any REO Property covering the
operation of such REO Property for the previous month and the Company's
efforts in connection with the sale of such REO Property and any rental of
such REO Property incidental to the sale thereof for the previous month.
That statement shall be accompanied by such other information as the
Purchaser shall reasonably request.
Section 4.18 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the
acquisition thereof by the Purchaser pursuant to a deed in lieu of
foreclosure, the Company shall submit to the Purchaser a liquidation report
with respect to such Mortgaged Property.
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged
Property.
Following the foreclosure sale or abandonment of any Mortgaged
Property, the Company shall report such foreclosure or abandonment as
required pursuant to Section 6050J of the Code. The Company shall file
information reports with respect to the receipt of mortgage interest
received in a trade or business and information returns relating to
cancellation of indebtedness income with respect to any Mortgaged Property
as required by the Code. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by the Code.
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01 Remittances.
On each Remittance Date the Company shall remit by wire transfer
of immediately available funds to the Purchaser (a) all amounts deposited
in the Custodial Account as of the close of business on the Determination
Date (net of charges against or withdrawals from the Custodial Account
pursuant to Section 4.05), plus (b) all amounts, if any, which the Company
is obligated to distribute pursuant to Section 5.03, minus (c) any amounts
attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the
following Remittance Date, together with any additional interest required
to be deposited in the Custodial Account in connection with such Principal
Prepayment in accordance with Section 4.04(viii); and minus (d) any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates
subsequent to the first day of the month of the Remittance Date.
With respect to any remittance received by the Purchaser after the
date on which such payment was due, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime
Rate, adjusted as of the date of each charge, plus two percentage points,
but in no event greater than the maximum amount permitted by applicable
law. Such interest shall be deposited in the Custodial Account by the
Company on the date such late payment is made and shall cover the period
commencing with the day following such second Business Day and ending with
the Business Day on which such payment is made, both inclusive. Such
interest shall be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Company of any such interest
shall not be deemed an extension of time for payment or a waiver of any
Event of Default by the Company.
Section 5.02 Statements to Purchaser.
Not later than the Remittance Advice Date, the Company shall
furnish to the Purchaser a Monthly Remittance Advice, including the
information set forth in Exhibit E attached hereto, with a trial balance
report attached thereto, as to the preceding remittance and the period
ending on the last day of the preceding month, in a form to be agreed upon
by the Purchaser and the Company.
Section 5.03 Monthly Advances by Company.
On the Business Day immediately preceding each Remittance Date,
the Company shall deposit in the Custodial Account from its own funds or
from amounts held for future distribution an amount equal to all Monthly
Payments (with interest adjusted to the Mortgage Loan Remittance Rate)
which were due on the Mortgage Loans during the applicable Due Period and
which were delinquent at the close of business on the Determination Date
immediately preceding such Remittance Date or which were deferred pursuant
to Section 4.01. Any amounts held for future distribution and so used shall
be replaced by the Company by deposit in the Custodial Account on or before
any future Remittance Date if funds in the Custodial Account on such
Remittance Date shall be less than payments to the Purchaser required to be
made on such Remittance Date. Notwithstanding the foregoing, the Company
shall not be permitted to make any advances from amounts held for future
distribution, and instead shall be required to make all advances from its
own funds, unless the Company, its parent, or their respective successors
hereunder shall have a long-term credit rating of at least "A" by Fitch,
Inc., or the equivalent rating of another Rating Agency. The Company's
obligation to make such Monthly Advances as to any Mortgage Loan will
continue through the last Monthly Payment due prior to the payment in full
of the Mortgage Loan, or through the earlier of: (i) the last Remittance
Date prior to the Remittance Date for the distribution of all Liquidation
Proceeds and other payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the Mortgage Loan; and (ii) the
Remittance Date prior to the date the Mortgage Loan is converted to REO
Property, provided however, that if requested by a Rating Agency in
connection with Pass-Through Transfer, the Company shall be obligated to
make such advances through the Remittance Date prior to the date on which
cash is received in connection with the liquidation of REO Property;
provided, however, that such obligation shall cease if the Company
determines, in its sole reasonable opinion, that advances with respect to
such Mortgage Loan are non-recoverable by the Company from Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds, or otherwise with
respect to a particular Mortgage Loan. In the event that the Company
determines that any such advances are non-recoverable, the Company shall
provide the Purchaser with a certificate signed by two officers of the
Company evidencing such determination.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Transfers of Mortgaged Property.
The Company shall use its best efforts to enforce any
"due-on-sale" provision contained in any Mortgage or Mortgage Note and to
deny assumption by the person to whom the Mortgaged Property has been or is
about to be sold whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains liable on the Mortgage and the
Mortgage Note. When the Mortgaged Property has been conveyed by the
Mortgagor, the Company shall, to the extent it has knowledge of such
conveyance, exercise its rights to accelerate the maturity of such Mortgage
Loan under the "due-on-sale" clause applicable thereto, provided, however,
that the Company shall not exercise such rights if prohibited by law from
doing so.
If the Company reasonably believes it is unable under applicable
law to enforce such "due-on-sale" clause, the Company shall enter into (i)
an assumption and modification agreement with the person to whom such
property has been conveyed, pursuant to which such person becomes liable
under the Mortgage Note and the original Mortgagor remains liable thereon
or (ii) in the event the Company is unable under applicable law to require
that the original Mortgagor remain liable under the Mortgage Note and the
Company has the prior consent of the primary mortgage guaranty insurer, a
substitution of liability agreement with the purchaser of the Mortgaged
Property pursuant to which the original Mortgagor is released from
liability and the purchaser of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note. If an assumption fee
is collected by the Company for entering into an assumption agreement the
fee will be retained by the Company as additional servicing compensation.
In connection with any such assumption, neither the Mortgage Interest Rate
borne by the related Mortgage Note, the term of the Mortgage Loan, the
outstanding principal amount of the Mortgage Loan nor any other materials
terms shall be changed without Purchaser's consent.
To the extent that any Mortgage Loan is assumable, the Company
shall inquire diligently into the creditworthiness of the proposed
transferee, and shall use the underwriting criteria for approving the
credit of the proposed transferee which are used with respect to
underwriting mortgage loans of the same type as the Mortgage Loans. If the
credit of the proposed transferee does not meet such underwriting criteria,
the Company diligently shall, to the extent permitted by the Mortgage or
the Mortgage Note and by applicable law, accelerate the maturity of the
Mortgage Loan.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, the Company shall
notify the Purchaser in the Monthly Remittance Advice as provided in
Section 5.02, and may request the release of any Mortgage Loan Documents.
If the Company satisfies or releases a Mortgage without first
having obtained payment in full of the indebtedness secured by the Mortgage
or should the Company otherwise prejudice any rights the Purchaser may have
under the mortgage instruments, upon written demand of the Purchaser, the
Company shall repurchase the related Mortgage Loan at the Repurchase Price
by deposit thereof in the Custodial Account within 2 Business Days of
receipt of such demand by the Purchaser. The Company shall maintain the
Fidelity Bond and Errors and Omissions Insurance Policy as provided for in
Section 4.12 insuring the Company against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the
procedures set forth herein.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be
entitled to withdraw from the Custodial Account or to retain from interest
payments on the Mortgage Loans the amount of its Servicing Fee. The
Servicing Fee shall be payable monthly and shall be computed on the basis
of the same unpaid scheduled principal balance and for the period
respecting which any related interest payment on a Mortgage Loan is
computed; provided that the Servicing Fee shall be pro rated for any month
in which the Company services such Mortgage Loan for less than the full
month. The obligation of the Purchaser to pay the Servicing Fee is limited
to, and payable solely from, the interest portion of such Monthly Payments.
Additional servicing compensation in the form of assumption fees,
to the extent provided in Section 6.01, and late payment charges shall be
retained by the Company to the extent not required to be deposited in the
Custodial Account. The Company shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and
shall not be entitled to reimbursement thereof except as specifically
provided for herein.
Section 6.04 Annual Statement as to Compliance.
The Company shall deliver to the Purchaser on or before April 15
each year, beginning April 15, 2002, an Officer's Certificate, stating that
(i) a review of the activities of the Company during the preceding calendar
year and of performance under this Agreement has been made under such
officer's supervision, and (ii) the Company has complied fully with the
provisions of this Agreement or similar agreements, and (iii) to the best
of such officer's knowledge, based on such review, the Company has
fulfilled all its obligations under this Agreement or similar agreements
throughout such year, or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such officer and
the nature and status thereof and the action being taken by the Company to
cure such default.
Section 6.05 Annual Independent Public Accountants' Servicing Report.
On or before April 15 of each year, beginning April 15, 2002, the
Company, at its expense, shall cause a firm of independent public
accountants which is a member of the American Institute of Certified Public
Accountants to furnish a statement to each Purchaser to the effect that
such firm has examined certain documents and records relating to the
servicing of the mortgage loans similar in nature and that such firm is of
the opinion that the provisions of this or similar agreements have been
complied with, and that, on the basis of such examination conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, nothing has come to their attention which would indicate
that such servicing has not been conducted in compliance therewith, except
for (i) such exceptions as such firm shall believe to be immaterial, and
(ii) such other exceptions as shall be set forth in such statement. By
providing Purchaser a copy of a Uniform Single Attestation Program Report
from their independent public accountant's on an annual basis, Company
shall be considered to have fulfilled its obligations under this Section
6.05.
Section 6.06 Right to Examine Company Records.
The Purchaser, or its designee, shall have the right to examine
and audit any and all of the books, records, or other information of the
Company, whether held by the Company or by another on its behalf, with
respect to or concerning this Agreement or the Mortgage Loans, during
business hours or at such other times as may be reasonable under applicable
circumstances, upon reasonable advance notice. The Purchaser shall pay its
own travel expenses associated with such examination.
Section 6.07 Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement
under which the Mortgage Loans and REO Property are held, the Company shall
not take any action, cause the REMIC to take any action or fail to take (or
fail to cause to be taken) any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of
the REMIC as a REMIC or (ii) result in the imposition of a tax upon the
REMIC (including but not limited to the tax on "prohibited transactions" as
defined Section 860(a)(2) of the Code and the tax on "contributions" to a
REMIC set forth in Section 860(d) of the Code) unless the Company has
received an Opinion of Counsel (at the expense of the party seeking to take
such action) to the effect that the contemplated action will not endanger
such REMIC status or result in the imposition of any such tax.
ARTICLE VII
COMPANY TO COOPERATE
Section 7.01 Provision of Information.
During the term of this Agreement, the Company shall furnish to
the Purchaser such periodic, special, or other reports or information, and
copies or originals of any documents contained in the Servicing File for
each Mortgage Loan provided for herein. All other special reports or
information not provided for herein as shall be necessary, reasonable, or
appropriate with respect to the Purchaser or any regulatory agency will be
provided at the Purchaser's expense. All such reports, documents or
information shall be provided by and in accordance with all reasonable
instructions and directions which the Purchaser may give.
The Company shall execute and deliver all such instruments and
take all such action as the Purchaser may reasonably request from time to
time, in order to effectuate the purposes and to carry out the terms of
this Agreement.
Section 7.02 Financial Statements; Servicing Facility.
In connection with marketing the Mortgage Loans, the Purchaser may
make available to a prospective purchaser a Consolidated Statement of
Operations of the Company for the most recently completed two fiscal years
for which such a statement is available, as well as a Consolidated
Statement of Condition at the end of the last two fiscal years covered by
such Consolidated Statement of Operations. The Company also shall make
available any comparable interim statements to the extent any such
statements have been prepared by or on behalf of the Company (and are
available upon request to members or stockholders of the Company or to the
public at large).
The Company also shall make available to Purchaser or prospective
purchaser a knowledgeable financial or accounting officer for the purpose
of answering questions respecting recent developments affecting the Company
or the financial statements of the Company, and to permit any prospective
purchaser to inspect the Company's servicing facilities for the purpose of
satisfying such prospective purchaser that the Company has the ability to
service the Mortgage Loans as provided in this Agreement.
ARTICLE VIII
THE COMPANY
Section 8.01 Indemnification; Third Party Claims.
The Company shall indemnify the Purchaser and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any
other costs, fees and expenses (excluding, however, punitive damages, loss
of profit damages and exemplary damages) that the Purchaser may sustain in
any way related to the failure of the Company to perform its duties and
service the Mortgage Loans in strict compliance with the terms of this
Agreement. The Company immediately shall notify the Purchaser if a claim is
made by a third party with respect to this Agreement or the Mortgage Loans,
assume (with the prior written consent of the Purchaser) the defense of any
such claim and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or the Purchaser in respect of such claim. The
Company shall follow any reasonable written instructions received from the
Purchaser in connection with such claim. The Purchaser promptly shall
reimburse the Company for all costs, fees or expenses advanced by it
pursuant to this paragraph except when the claim in any way results from,
relates to or arises out of any liability, obligation, act or omission of
the Company, including without limitation, the Company's indemnification
obligation under Section 3.03 and this Section 8.01, any repurchase
obligation of the Company hereunder including Sections 2.03, 3.03 and 6.02,
or the failure of the Company to service and administer the Mortgage Loans
and otherwise perform its obligations hereunder in strict compliance with
the terms of this Agreement.
Section 8.02 Merger or Consolidation of the Company.
The Company shall keep in full effect its existence, rights and
franchises as a corporation, and shall obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement or any of the Mortgage Loans
and to perform its duties under this Agreement.
Any person into which the Company may be merged or consolidated,
or any corporation resulting from any merger, conversion or consolidation
to which the Company shall be a party, or any Person succeeding to the
business of the Company, shall be the successor of the Company hereunder,
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding, provided, however, that the successor or surviving Person
shall be an institution which is a FNMA/FHLMC-approved company in good
standing. Furthermore, in the event the Company transfers or otherwise
disposes of all or substantially all of its assets to an affiliate of the
Company, such affiliate shall satisfy the condition above, and shall also
be fully liable to the Purchaser for all of the Company's obligations and
liabilities hereunder. Not withstanding the foregoing, any party to whom
the Company sells or otherwise disposes of all or substantially all of its
property or assets shall become a party to this Agreement.
Section 8.03 Limitation on Liability of Company and Others.
Neither the Company nor any of the directors, officers, employees
or agents of the Company shall be under any liability to the Purchaser for
any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment, provided,
however, that this provision shall not protect the Company or any such
person against any breach of warranties or representations made herein, or
failure to perform its obligations in strict compliance with any standard
of care set forth in this Agreement or any other liability which would
otherwise be imposed under this Agreement. The Company and any director,
officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Company shall not be
under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties to service the Mortgage Loans in
accordance with this Agreement and which in its opinion may involve it in
any expense or liability, provided, however, that the Company may, with the
consent of the Purchaser, undertake any such action which it may deem
necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto. In such event, the Company shall be entitled
to reimbursement from the Purchaser of the reasonable legal expenses and
costs of such action.
Section 8.04 Limitation on Resignation and Assignment by Company.
The Purchaser has entered into this Agreement with the Company and
subsequent Purchasers will purchase the Mortgage Loans in reliance upon the
independent status of the Company, and the representations as to the
adequacy of its servicing facilities, plant, personnel, records and
procedures, its integrity, reputation and financial standing, and the
continuance thereof. Therefore, the Company shall neither assign this
Agreement or the servicing hereunder, nor delegate its rights or duties
hereunder or any portion thereof without the prior written consent of the
Purchaser, which consent shall not be unreasonably withheld or delayed.
The Company shall not resign from the obligations and duties
hereby imposed on it except by mutual consent of the Company and the
Purchaser or upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by the
Company. Any such determination permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Purchaser which Opinion of Counsel shall be in form and substance
acceptable to the Purchaser. No such resignation shall become effective
until a successor shall have assumed the Company's responsibilities and
obligations hereunder in the manner provided in Section 12.01.
Without in any way limiting the generality of this Section 8.04,
in the event that the Company either shall assign this Agreement or the
servicing responsibilities hereunder or delegate its duties hereunder or
any portion thereof or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written consent of the
Purchaser, then the Purchaser shall have the right to terminate this
Agreement upon notice given as set forth in Section 10.01, without any
payment of any penalty or damages and without any liability whatsoever to
the Company or any third party.
ARTICLE IX
PASS-THROUGH TRANSFER
Section 9.01 Removal of Mortgage Loans from Inclusion Under this
Agreement Upon a Pass-Through Transfer
The Purchaser and the Company agree that with respect to some or
all of the Mortgage Loans, the Purchaser, at its sole option, may at any
time effect Whole Loan Transfers or Pass-Through Transfers, retaining the
Company as the Servicer thereof or subservicer if a master servicer is
employed, or as applicable the "seller/servicer"; provided, however, that
the Purchaser shall use its reasonable best efforts to give the Company 10
Business Days prior written notice of each such transfer and, in the event
Purchaser shall for any reason be unable to provide such 10 Business Days
notice, shall reasonably cooperate with Company in its efforts to minimize
any material negative effects of such failure. From and after the
Reconstitution Date, the Mortgage Loans transferred shall remain covered by
this Agreement, insofar as the Company shall continue to service such
Mortgage Loans on behalf of the Purchaser in accordance with the terms and
provisions of this Agreement.
The Company shall cooperate with the Purchaser in connection with
each Whole Loan Transfer or Pass-Through Transfer in accordance with this
Article IX. In connection therewith the Company shall:
(a) make all representations and warranties under Section
3.01 hereof as of the Closing Date and under Section 3.02
hereof as of the closing date of each Whole Loan Transfer
or Pass-Through Transfer;
(b) negotiate in good faith and execute any seller/servicer
agreements required by the issuer to effectuate the
foregoing provided such agreements create no greater
obligation or cost on the part of the Company than
otherwise set forth in this Agreement;
(c) provide as applicable:
(i) any and all information and appropriate
verification of information which may be
reasonably available to the Company, whether
through letters of its auditors and counsel or
otherwise, as the Purchaser shall request; and
(ii) such additional representations, warranties,
covenants, opinions of counsel, letters from
auditors, financial description of the Company
as servicer for inclusion in any offering
memorandum to be distributed to potential
investors in connection with a Pass-Through
Transfer with respect to the Mortgage Loans, and
certificates of public officials or officers of
the Company as are reasonably believed necessary
by the trustee, any Rating Agency or the
Purchaser, as the case may be, in connection
with such Whole Loan Transfers or Pass-Through
Transfers. The Purchaser shall pay all third
party costs (including all necessary fees and
expenses of external counsel) associated with
the preparation of such information. The Company
shall execute any seller/servicer agreements
required within a reasonable period of time
after receipt of such seller/servicer agreements
which time shall be sufficient for the Company
and Company's counsel to review such
seller/servicer agreements. In connection with
any Whole Loan Transfer or Pass-Through
Transfer, the Company shall retain a servicing
fee at a rate per annum equal to no less than
the applicable Servicing Fee for each Mortgage
Loan; and
(d) indemnify the Purchaser for any material misstatements
contained in the information provided pursuant to (c) above.
In the event the Purchaser has elected to have the Company hold
record title to the Mortgages, prior to the Reconstitution Date and after
the Closing Date the Company shall prepare an Assignment in blank or, at
the option of the Purchaser, to the trustee from the Company (to the extent
such Assignment has not been prepared on or before the Closing Date)
acceptable to the trustee for each Mortgage Loan that is part of the Whole
Loan Transfers or Pass-Through Transfers. The Purchaser shall pay all
preparation and recording costs associated therewith. The Company shall
execute each Assignment, track such Assignments to ensure they have been
recorded and deliver them as required by the trustee upon the Company's
receipt thereof. Additionally, the Company shall prepare and execute, at
the direction of the Purchaser, any note endorsements in connection with
any and all seller/servicer agreements.
ARTICLE X
DEFAULT
Section 10.01 Events of Default.
Each of the following shall constitute an Event of Default on the
part of the Company:
(i) any failure by the Company to remit to the Purchaser any
payment required to be made under the terms of this
Agreement which continues unremedied for a period of
three Business Days after the date upon which written
notice of such failure, requiring the same to be
remedied, shall have been given to the Company by the
Purchaser; or
(ii) failure by the Company duly to observe or perform in any
material respect any other of the covenants or agreements
on the part of the Company set forth in this Agreement
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 Company by the Purchaser or by the Custodian; or
(iii) failure by the Company to maintain its license to do
business in any jurisdiction where the Mortgaged Property
is located if such license is required; or
(iv) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, including bankruptcy, marshaling of
assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been
entered against the Company and such degree or order
shall have remained in force undischarged or unstayed for
a period of 60 days; or
(v) the Company shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the
Company or of or relating to all or substantially all of
its property; or
(vi) the Company shall admit in writing its inability to pay
its debts generally as they become due, file a petition
to take advantage of any applicable insolvency,
bankruptcy or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend
payment of its obligations or cease its normal business
operations for three Business Days; or
(vii) the Company ceases to meet the qualifications of a FNMA
and FHLMC servicer;
(viii) the Company attempts to assign its right to servicing
compensation hereunder or to assign this Agreement or the
servicing responsibilities hereunder or to delegate its
duties hereunder or any portion thereof in violation of
Section 8.04; or
(ix) the taking of any action by the Company, any Company
Employee, any Affiliate or any director or employee
thereof that has been determined by any court,
governmental body or arbitrator having competent
jurisdiction to constitute fraud or criminal activity in
the performance of its obligations under this Agreement
or the indictment of any of the foregoing Persons for
criminal activity related to the mortgage origination or
servicing activities of the Company, in each case, where
such indictment materially and adversely affects the
ability of the Company to perform its obligations under
this Agreement (subject to the condition that such
indictment is not dismissed within 90 days).
In each and every such case, so long as an Event of Default shall
not have been remedied, in addition to whatever rights the Purchaser may
have at law or equity to damages, including injunctive relief and specific
performance, the Purchaser, by notice in writing to the Company, may
terminate with cause all the rights and obligations of the Company under
this Agreement and in and to the Mortgage Loans and the proceeds thereof.
Upon receipt by the Company of such written notice, all authority
and power of the Company under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 12.01. Upon written request from any
Purchaser, the Company shall prepare, execute and deliver to the successor
entity designated by the Purchaser any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and
do or cause to be done all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, including but not
limited to the transfer and endorsement or assignment of the Mortgage Loans
and related documents, at the Company's sole expense. The Company shall
cooperate with the Purchaser and such successor in effecting the
termination of the Company's responsibilities and rights hereunder,
including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be
credited by the Company to the Custodial Account or Escrow Account or
thereafter received with respect to the Mortgage Loans.
Section 10.02 Waiver of Defaults.
By a written notice, the Purchaser may waive any default by the
Company in the performance of its obligations hereunder and its
consequences. Upon any waiver of a past default, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived.
ARTICLE XI
TERMINATION
Section 11.01 Termination.
This Agreement shall terminate upon any of: (i) the later of the
final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or the disposition of any REO Property with respect
to the last Mortgage Loan and the remittance of all funds due hereunder;
(ii) mutual consent of the Company and the Purchaser in writing or (iii)
termination pursuant to Section 10.01, 11.02 or 11.03.
Section 11.02 Termination Without Cause.
Upon at least 30 days prior written notice, at any time and
without cause, the Purchaser may terminate, at its sole option, any rights
the Company may have hereunder as provided in this Section 11.02. Any such
notice of termination shall be in writing and delivered to the Company and
any Rating Agency by registered mail as provided in Section 12.05.
The Company shall be entitled to receive, as such liquidated
damages, upon its termination as servicer hereunder without cause pursuant
to this Section 11.02 an amount equal to 2.50% of the aggregate outstanding
Scheduled Principal Balance of the Mortgage Loans as of the termination
date paid by the Purchaser to the Company with respect to all of the
Mortgage Loans.
Section 11.03 Termination With Cause.
Notwithstanding any other provision hereof to the contrary, the
Purchaser, at its option, may terminate this Agreement, and any rights the
Company may have hereunder, with cause upon ten (10) Business Days' prior
written notice. For all purposes of determining "cause" with respect to
termination of this Agreement or the rights of the Company hereunder, such
term shall mean (i) termination upon the occurrence of any Event of Default
hereunder which is not cured within any applicable cure period or (ii) any
repeated material failure to strictly comply with the terms and provisions
of this Agreement. In the event of a termination of the Company for cause
under this Section 11.03, no liquidated damages shall be payable to the
Company pursuant to Section 11.02.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Successor to Company.
Prior to termination of the Company's responsibilities and duties
under this Agreement pursuant to Sections 8.04, 10.01 or 11.01, the
Purchaser shall, (i) succeed to and assume all of the Company's
responsibilities, rights, duties and obligations under this Agreement, or
(ii) appoint a successor having the characteristics set forth in Section
8.02 and which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Company under this
Agreement prior to the termination of Company's responsibilities, duties
and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree. In the event that the Company's duties,
responsibilities and liabilities under this Agreement should be terminated
pursuant to the aforementioned sections, the Company shall discharge such
duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the
same degree of diligence and prudence which it is obligated to exercise
under this Agreement, and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor. The
resignation or removal of the Company pursuant to the aforementioned
sections shall not become effective until a successor shall be appointed
pursuant to this Section 12.01 and shall in no event relieve the Company of
the representations and warranties made pursuant to Sections 3.01 and 3.02
and the remedies available to the Purchaser under Sections 2.03, 3.03 and
6.02, it being understood and agreed that the provisions of such Sections
2.03, 3.01, 3.02, 3.03 and 6.01 shall be applicable to the Company
notwithstanding any such sale, assignment, resignation or termination of
the Company, or the termination of this Agreement; provided that the
Company, as servicer, shall not be liable hereunder for any acts or
omissions occurring subsequent to its resignation or removal as servicer
hereunder or the termination of this Agreement.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Company and to the Purchaser an instrument
accepting such appointment, wherein the successor shall make the
representations and warranties set forth in Section 3.01, except for the
portion of subsection (h) relating to sale of the mortgage loans and all of
subsections (j) and (l) thereof, whereupon such successor shall become
fully vested with all the rights, powers, duties, responsibilities,
obligations and liabilities of the Company, with like effect as if
originally named as a party to this Agreement; provided, however, that the
Company shall retain its right to reimbursement for any unreimbursed
Monthly Advances and Servicing Advances made by it prior to its resignation
or removal to the same extent that the Company was entitled to
reimbursement prior to such removal or resignation. Any termination or
resignation of the Company or termination of this Agreement pursuant to
Section 8.04, 10.01, 11.01, 11.02 or 11.03 shall not affect any claims that
any Purchaser may have against the Company arising out of the Company's
actions or failure to act prior to any such termination or resignation.
The Company shall deliver promptly to the successor servicer the
funds in the Custodial Account and Escrow Account and all Mortgage Files
and related documents and statements held by it hereunder and the Company
shall account for all funds and 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 Company.
Upon a successor's acceptance of appointment as such, the Company
shall notify by mail the Purchaser of such appointment in accordance with
the procedures set forth in Section 12.05.
Section 12.02 Amendment.
This Agreement may be amended from time to time by the Company and
by written agreement signed by the Company and the Purchaser.
Section 12.03 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.
Each of the Company and the Purchaser hereby knowingly,
voluntarily and intentionally waives any and all rights it may have to a
trial by jury in respect or any litigation based on, or arising out of,
under, or in connection with, this Agreement, or any other documents and
instruments executed in connection herewith, or any course of conduct,
course of dealing, statements (whether oral or written), or actions of the
Company or the Purchaser. This provision is a material inducement for the
Purchaser to enter into this Agreement.
Section 12.04 Duration of Agreement.
This Agreement shall continue in existence and effect until
terminated as herein provided. This Agreement shall continue
notwithstanding transfers of the Mortgage Loans by the Purchaser.
Section 12.05 Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered
at or mailed by registered mail, postage prepaid, addressed as follows:
(i) if to the Company:
Bank of America, N.A.
000 Xxxx Xxxx Xxxxxx, 400
Attention: Servicing Manager
Xxxxxxxxxx, XX 00000
With a copy to:
Bank of America, N.A.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Mortgage Finance Manager
Tel: (000) 000-0000
Fax: (000) 000-0000
Bank of America Mortgage
000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
or such other address as may hereafter be furnished to the
Purchaser in writing by the Company;
(ii) if to Purchaser:
Xxxxxxx Sachs Mortgage Company
000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000 Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxxx Sachs Mortgage Company
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
or such other address as may hereafter be furnished to the
Company in writing by the Purchaser.
Section 12.06 Severability of Provisions.
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.
Section 12.07 Relationship of Parties.
Nothing herein contained 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 agent
for the Purchaser.
Section 12.08 Execution; Successors and Assigns.
This Agreement may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when
so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same agreement. Subject to Section
8.04, this Agreement shall inure to the benefit of and be binding upon, and
shall be enforceable by, the Company and the Purchaser and their respective
successors and assigns, including without limitation, The Chase Manhattan
Bank or any other trustee appointed with respect to any Whole Loan Transfer
or Pass-Through Transfer.
Section 12.09 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments
of Mortgage is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions
in which any or all of the Mortgaged Properties are situated, and in any
other appropriate public recording office or elsewhere, which recordation
shall have been effected at the Company's expense in the event recordation
is either necessary under applicable law or requested by the Purchaser at
its sole option.
Section 12.10 Assignment by Purchaser.
The Purchaser shall have the right, without the consent of the
Company but subject to the limit set forth in Section 2.02 hereof, to
assign, in whole or in part, its interest under this Agreement with respect
to some or all of the Mortgage Loans, and designate any person to exercise
any rights of the Purchaser hereunder, by executing an Assignment and
Assumption Agreement substantially in the form of Exhibit F hereto and the
assignee or designee shall accede to the rights and obligations hereunder
of the Purchaser with respect to such Mortgage Loans. All references to the
Purchaser in this Agreement shall be deemed to include its assignee or
designee.
Section 12.11 Solicitation of Mortgagor.
The Purchaser, its affiliates, successors or assigns shall not,
without the prior written consent of the Company, take any action to
solicit or make direct contact with the Mortgagor under any Mortgage Loan
except to the extent required by the Company's breach of this Agreement or
as required under applicable law or regulatory authority. Notwithstanding
any provision of this Agreement to the contrary, in the event the
Purchaser, its affiliates, successors or assigns fails to obtain such
written consent, the Company shall be entitled, in its sole discretion, to
terminate its obligations and duties under this Agreement. Upon termination
without cause of the servicing rights and obligations under this Agreement
and the transfer of such rights and obligations to the Purchaser or
Purchaser's designee, the Company shall be entitled to receive damages as
provided in Section 11.02.
The Company agrees that, after the Closing Date, it will not take
any action to solicit the refinancing of any Mortgage Loan. It is
understood and agreed that promotions undertaken by the Company or any
affiliate of the Company which are directed to the general public at large,
including, without limitation, mass mailings based upon commercially
acquired mailing lists, newspaper, radio, television advertisements or from
servicing the refinancing needs of a Mortgagor who, without solicitation,
contacts Company in connection with the refinance of such Mortgage or
Mortgage Loan, shall not constitute solicitation under this Section.
Notwithstanding anything to the contrary, this Section shall not prohibit
the Company from soliciting any Mortgagor to provide other services
including but not limited to credit cards, insurance investments and
banking related services.
Section 12.12 Confidentiality.
Each of the Company and the Purchaser shall employ proper
procedures and standards designed to maintain the confidential nature of
the terms of this Agreement, except to the extent (a) the disclosure of
such terms is reasonably believed by such party to be required in
connection with regulatory requirements or other legal requirements
relating to its affairs; (b) such terms are disclosed to any one or more of
such party's employees, officers, directors, agents, attorneys or
accountants who would have access to the contents of this Agreement and
such data and information in the normal course of the performance of such
person's duties for such party, to the extent such party has procedures in
effect to inform such person of the confidential nature thereof; (c) such
terms are disclosed in a prospectus, prospectus supplement or private
placement memorandum relating to a Whole Loan Transfer or Pass-Through
Transfer of the Mortgage Loans by the Purchaser (or an affiliate assignee
thereof) or to any person in connection with the resale or proposed resale
of all or a portion of the Mortgage Loans by such party in accordance with
the terms of this Agreement; and (d) that is reasonably believed by such
party to be necessary for the enforcement of such party's rights under this
Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused
their names to be signed hereto by their respective duly authorized
officers as of the day and year first above written.
XXXXXXX XXXXX MORTGAGE COMPANY
By: Xxxxxxx Sachs Real Estate
Funding Corp., its General Partner
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
BANK OF AMERICA, N.A.,
As seller and servicer
By: /s/ Xxxx Xxxx
----------------------------------------
Name: Xxxx Xxxx
Title: Vice President
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 20th day of December, 2001 before me, a Notary Public in
and for said State, personally appeared Xxxxx Xxxx, known to me to be the
Vice President of Xxxxxxx Sachs Real Estate Funding Corp., the general
partner of Xxxxxxx Xxxxx Mortgage Company, the partnership that executed
the within instrument and also known to me to be the person who executed it
on behalf of said partnership, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.
/s/ Xxxxxxxxx X. Danuto
------------------------------------
Notary Public
My Commission expires March 27, 0000
XXXXX XX XXXXX XXXXXXXX )
) ss:
COUNTY OF MECKLENBERG )
On the 20th day of December, 2001 before me, a Notary Public in
and for said State, personally appeared Xxxx Xxxx, known to me to be the
Vice President of Bank of America, N.A., the corporation that executed the
within instrument and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office
seal the day and year in this certificate first above written.
/s/ Xxxxxxxx X. XxXxxx
----------------------------------
Notary Public
My Commission expires 2/27/2002
EXHIBIT A
MORTGAGE LOAN SCHEDULE
ANUM RATE XXXX PBAL FPDATE MDATE PDATE OTERM APPR
---------- ------ ------------ ------------ ------- ------- ------- ----- ---------------
6709099409 5.125 $ 800,000.00 $ 796,218.94 11/1/01 10/1/31 2/1/02 360 $ 2,300,000.00
6176763925 5.125 $ 721,000.00 $ 718,449.67 12/1/01 11/1/31 2/1/02 360 $ 1,110,000.00
6052913693 6 $ 750,000.00 $ 747,748.90 12/1/01 11/1/31 2/1/02 360 $ 1,075,000.00
6303930470 6.25 $ 720,000.00 $ 717,939.79 12/1/01 11/1/31 2/1/02 360 $ 900,000.00
6299415049 6 $ 1,000,000.00 $ 998,004.00 1/1/02 12/1/31 2/1/02 360 $ 2,600,000.00
6845879367 6 $ 591,200.00 $ 590,019.96 1/1/02 12/1/31 2/1/02 360 $ 739,000.00
6421677144 6.5 $ 364,800.00 $ 364,138.63 1/1/02 12/1/31 2/1/02 360 $ 470,000.00
6235288252 5.875 $ 557,000.00 $ 555,287.97 12/1/01 11/1/31 2/1/02 360 $ 765,000.00
6469682899 7.25 $ 846,400.00 $ 842,377.98 9/1/01 8/1/31 2/1/02 360 $ 1,058,000.00
6267540786 6.125 $ 674,900.00 $ 672,922.03 12/1/01 11/1/31 2/1/02 360 $ 1,000,000.00
6985877064 6.625 $ 999,950.00 $ 997,288.67 12/1/01 11/1/31 2/1/02 360 $ 1,430,000.00
6478159731 5 $ 376,000.00 $ 372,620.54 12/1/01 11/1/31 2/1/02 360 $ 475,000.00
6701056126 5.625 $ 496,000.00 $ 494,401.75 12/1/01 11/1/31 2/1/02 360 $ 620,000.00
6517811474 6.5 $ 620,000.00 $ 618,309.39 12/1/01 11/1/31 2/1/02 360 $ 780,000.00
6280727220 6.375 $ 415,000.00 $ 413,840.72 12/1/01 11/1/31 2/1/02 360 $ 520,000.00
6132112407 6.5 $ 430,000.00 $ 428,827.47 12/1/01 11/1/31 2/1/02 360 $ 670,000.00
6884570653 5.875 $ 405,000.00 $ 403,755.17 12/1/01 11/1/31 2/1/02 360 $ 715,000.00
6807806432 6.375 $ 388,500.00 $ 387,778.42 1/1/02 12/1/31 2/1/02 360 $ 610,000.00
6424176854 6.125 $ 410,000.00 $ 408,798.38 12/1/01 11/1/31 2/1/02 360 $ 2,300,000.00
0000000000 6.125 $ 900,000.00 $ 897,362.34 12/1/01 11/1/31 2/1/02 360 $ 1,200,000.00
6158460185 6 $ 998,000.00 $ 996,007.99 1/1/02 12/1/31 2/1/02 360 $ 1,350,000.00
6280819423 6.375 $ 452,000.00 $ 450,737.37 12/1/01 11/1/31 2/1/02 360 $ 620,000.00
0000000000 6.25 $ 600,000.00 $ 598,858.41 1/1/02 12/1/31 2/1/02 360 $ 1,500,000.00
6030503426 6.125 $ 320,000.00 $ 318,428.91 10/1/01 9/1/31 2/1/02 360 $ 400,000.00
6930235442 6.25 $ 672,000.00 $ 670,077.16 12/1/01 11/1/31 2/1/02 360 $ 845,000.00
6569440396 6.625 $ 370,400.00 $ 369,414.17 12/1/01 11/1/31 2/1/02 360 $ 463,000.00
6888577696 5.125 $ 426,000.00 $ 424,493.14 12/1/01 11/1/31 2/1/02 360 $ 560,000.00
6180777416 6.25 $ 428,000.00 $ 427,185.68 1/1/02 12/1/31 2/1/02 360 $ 535,000.00
6145154941 5.875 $ 455,200.00 $ 454,269.51 1/1/02 12/1/31 2/1/02 360 $ 569,000.00
6584091281 6.375 $ 480,000.00 $ 479,108.48 1/1/02 12/1/31 2/1/02 360 $ 603,000.00
6743386036 6.875 $ 399,200.00 $ 398,527.32 1/1/02 12/1/31 2/1/02 360 $ 499,000.00
6091097516 5.875 $ 406,400.00 $ 405,150.88 12/1/01 11/1/31 2/1/02 360 $ 508,000.00
6249250223 6 $ 354,000.00 $ 353,293.42 1/1/02 12/1/31 2/1/02 360 $ 450,000.00
29785193 6.875 $ 635,550.00 $ 633,938.99 12/1/01 11/1/31 2/1/02 360 $ 853,500.00
6563605242 6.125 $ 420,000.00 $ 418,769.08 12/1/01 11/1/31 2/1/02 360 $ 525,000.00
6389716983 5.875 $ 419,000.00 $ 418,143.51 1/1/02 12/1/31 2/1/02 360 $ 600,000.00
0000000000 6 $ 426,750.00 $ 425,898.20 1/1/02 12/1/31 2/1/02 360 $ 569,000.00
6584655929 6.5 $ 343,000.00 $ 342,378.16 1/1/02 12/1/31 2/1/02 360 $ 515,000.00
6389756567 6.125 $ 356,418.00 $ 355,723.39 1/1/02 12/1/31 2/1/02 360 $ 575,000.00
6881562851 6.375 $ 624,000.00 $ 622,841.03 1/1/02 12/1/31 2/1/02 360 $ 790,000.00
6787989208 7.25 $ 576,000.00 $ 571,205.74 6/1/01 5/1/31 2/1/02 360 $ 720,000.00
6809947903 5.125 $ 350,000.00 $ 345,742.72 12/1/01 11/1/31 2/1/02 360 $ 615,000.00
6992131208 5.875 $ 351,200.00 $ 350,120.51 12/1/01 11/1/31 2/1/02 360 $ 439,000.00
6155582353 6.875 $ 450,000.00 $ 448,859.33 12/1/01 11/1/31 2/1/02 360 $ 600,000.00
6432744065 5.875 $ 536,000.00 $ 534,352.51 12/1/01 11/1/31 2/1/02 360 $ 670,000.00
6627511410 6.5 $ 540,000.00 $ 538,527.55 12/1/01 11/1/31 2/1/02 360 $ 675,000.00
6792390400 6.25 $ 403,200.00 $ 402,432.85 1/1/02 12/1/31 2/1/02 360 $ 504,000.00
0000000000 6.375 $ 468,000.00 $ 467,130.76 1/1/02 12/1/31 2/1/02 360 $ 585,000.00
6211508319 6 $ 369,000.00 $ 368,263.46 1/1/02 12/1/31 2/1/02 360 $ 536,500.00
6894987764 6.25 $ 450,000.00 $ 448,712.38 12/1/01 11/1/31 2/1/02 360 $ 1,000,000.00
6862844252 6.125 $ 455,000.00 $ 453,666.52 12/1/01 11/1/31 2/1/02 360 $ 630,000.00
6936112603 6 $ 347,000.00 $ 345,958.46 12/1/01 11/1/31 2/1/02 360 $ 447,000.00
6452584920 5.875 $ 327,500.00 $ 326,493.38 12/1/01 11/1/31 2/1/02 360 $ 547,500.00
6646903606 6.125 $ 453,750.00 $ 452,420.16 12/1/01 11/1/31 2/1/02 360 $ 605,000.00
6218065743 6.375 $ 431,600.00 $ 430,394.36 12/1/01 11/1/31 2/1/02 360 $ 539,500.00
6610732049 5.875 $ 302,000.00 $ 301,382.67 1/1/02 12/1/31 2/1/02 360 $ 385,000.00
6008019991 6.375 $ 477,000.00 $ 475,667.56 12/1/01 11/1/31 2/1/02 360 $ 777,000.00
6770967880 6.25 $ 385,000.00 $ 383,898.35 12/1/01 11/1/31 2/1/02 360 $ 700,000.00
6080240465 6.5 $ 460,000.00 $ 459,166.04 1/1/02 12/1/31 2/1/02 360 $ 575,000.00
6818406693 6.25 $ 320,000.00 $ 319,290.64 1/1/02 12/1/31 2/1/02 360 $ 420,000.00
0000000000 5.375 $ 398,908.00 $ 398,012.01 1/1/02 12/1/31 2/1/02 360 $ 750,000.00
6880736829 5.875 $ 470,000.00 $ 467,892.84 12/1/01 11/1/31 2/1/02 360 $ 690,000.00
6352754342 6 $ 360,665.00 $ 359,945.12 1/1/02 12/1/31 2/1/02 360 $ 535,000.00
6011726848 6.375 $ 712,000.00 $ 710,677.58 1/1/02 12/1/31 2/1/02 360 $ 890,000.00
6438821024 6.375 $ 427,500.00 $ 426,305.81 12/1/01 11/1/31 2/1/02 360 $ 570,000.00
6692854919 5.5 $ 420,000.00 $ 419,078.45 1/1/02 12/1/31 2/1/02 360 $ 525,000.00
6899118597 5.875 $ 500,000.00 $ 498,977.96 1/1/02 12/1/31 2/1/02 360 $ 720,000.00
6984050978 6 $ 740,000.00 $ 738,522.96 1/1/02 12/1/31 2/1/02 360 $ 1,000,000.00
6217896312 5.375 $ 396,000.00 $ 395,110.53 1/1/02 12/1/31 2/1/02 360 $ 440,000.00
6202738586 6.375 $ 310,000.00 $ 309,091.92 12/1/01 11/1/31 2/1/02 360 $ 450,000.00
6774014317 6 $ 485,000.00 $ 483,544.29 12/1/01 11/1/31 2/1/02 360 $ 700,000.00
99088395 7.25 $ 376,000.00 $ 373,909.14 8/1/01 7/1/31 2/1/02 360 $ 470,000.00
6094161988 5.75 $ 318,000.00 $ 317,334.37 1/1/02 12/1/31 2/1/02 360 $ 425,000.00
6310225450 7.375 $ 464,000.00 $ 460,600.54 7/1/01 6/1/31 2/1/02 360 $ 583,000.00
6532381370 6.125 $ 970,000.00 $ 967,157.17 12/1/01 11/1/31 2/1/02 360 $ 1,400,000.00
6751178390 6.375 $ 400,000.00 $ 398,773.00 12/1/01 11/1/31 2/1/02 360 $ 730,000.00
6693077882 6.125 $ 385,000.00 $ 384,249.67 1/1/02 12/1/31 2/1/02 360 $ 565,000.00
6756909617 5.875 $ 347,000.00 $ 346,290.69 1/1/02 12/1/31 2/1/02 360 $ 460,000.00
6870407233 6.375 $ 356,000.00 $ 355,005.55 12/1/01 11/1/31 2/1/02 360 $ 600,000.00
6303084476 6.5 $ 500,000.00 $ 498,636.62 12/1/01 11/1/31 2/1/02 360 $ 1,950,000.00
6778620820 6.375 $ 500,000.00 $ 499,070.69 1/1/02 12/1/31 2/1/02 360 $ 1,150,000.00
6543598111 6.125 $ 345,600.00 $ 344,926.47 1/1/02 12/1/31 2/1/02 360 $ 432,000.00
6975819753 5.625 $ 350,000.00 $ 348,872.21 12/1/01 11/1/31 2/1/02 360 $ 755,000.00
6706772628 6.625 $ 317,000.00 $ 316,085.70 12/1/01 11/1/31 2/1/02 360 $ 842,000.00
6747376355 5.875 $ 357,000.00 $ 356,270.26 1/1/02 12/1/31 2/1/02 360 $ 510,000.00
0000000000 5.75 $ 327,600.00 $ 326,914.28 1/1/02 12/1/31 2/1/02 360 $ 468,000.00
6791427518 6.125 $ 562,500.00 $ 560,851.46 12/1/01 11/1/31 2/1/02 360 $ 750,000.00
6191839866 6.375 $ 369,000.00 $ 368,214.65 1/1/02 12/1/31 2/1/02 360 $ 925,000.00
6609151276 6.75 $ 527,500.00 $ 526,129.80 12/1/01 11/1/31 2/1/02 360 $ 1,580,000.00
6349826096 6.125 $ 525,000.00 $ 523,461.36 12/1/01 11/1/31 2/1/02 360 $ 1,325,000.00
6897613433 5.875 $ 462,000.00 $ 461,055.62 1/1/02 12/1/31 2/1/02 360 $ 580,000.00
6030502931 6.375 $ 1,000,000.00 $ 997,206.61 12/1/01 11/1/31 2/1/02 360 $ 6,000,000.00
6080560193 6.25 $ 316,750.00 $ 316,147.33 1/1/02 12/1/31 2/1/02 360 $ 400,000.00
6781309783 6.125 $ 346,000.00 $ 344,985.95 12/1/01 11/1/31 2/1/02 360 $ 470,000.00
6123305465 6.375 $ 339,000.00 $ 338,370.37 1/1/02 12/1/31 2/1/02 360 $ 435,000.00
6212134099 6.25 $ 479,000.00 $ 478,088.63 1/1/02 12/1/31 2/1/02 360 $ 710,000.00
6291206727 5.875 $ 450,000.00 $ 449,080.14 1/1/02 12/1/31 2/1/02 360 $ 1,150,000.00
6035899191 7.25 $ 650,000.00 $ 645,324.55 6/1/01 5/1/31 2/1/02 360 $ 850,000.00
0000000000 6 $ 370,000.00 $ 368,889.45 12/1/01 11/1/31 2/1/02 360 $ 485,000.00
6517980162 6.375 $ 750,000.00 $ 747,904.94 12/1/01 11/1/31 2/1/02 360 $ 1,200,000.00
6156487529 5.875 $ 365,750.00 $ 364,387.17 12/1/01 11/1/31 2/1/02 360 $ 399,000.00
99142713 6.625 $ 318,400.00 $ 316,979.80 10/1/01 9/1/31 2/1/02 360 $ 398,000.00
0000000000 6.25 $ 425,000.00 $ 423,783.91 12/1/01 11/1/31 2/1/02 360 $ 615,000.00
6852926804 6.625 $ 550,000.00 $ 548,536.17 12/1/01 11/1/31 2/1/02 360 $ 1,500,000.00
6693377639 6.375 $ 491,000.00 $ 489,628.42 12/1/01 11/1/31 2/1/02 360 $ 1,040,000.00
6380278744 5.625 $ 599,500.00 $ 598,215.17 1/1/02 12/1/31 2/1/02 360 $ 1,100,000.00
6085994975 6.625 $ 348,000.00 $ 347,384.22 1/1/02 12/1/31 2/1/02 360 $ 435,000.00
6792029974 6.5 $ 390,000.00 $ 388,205.08 11/1/01 10/1/31 2/1/02 360 $ 537,000.00
0000000000 5.875 $ 357,200.00 $ 356,469.84 1/1/02 12/1/31 2/1/02 360 $ 525,000.00
6969004073 5.875 $ 528,000.00 $ 524,321.04 1/1/02 12/1/16 2/1/02 180 $ 675,000.00
6059351715 6 $ 615,000.00 $ 613,772.46 1/1/02 12/1/31 2/1/02 360 $ 1,450,000.00
6021122020 5.75 $ 396,000.00 $ 394,753.70 12/1/01 11/1/31 2/1/02 360 $ 559,000.00
6558145808 6.25 $ 420,000.00 $ 419,200.88 1/1/02 12/1/31 2/1/02 360 $ 560,000.00
0000000000 6.25 $ 757,000.00 $ 755,559.72 1/1/02 12/1/31 2/1/02 360 $ 1,350,000.00
6767114652 6.25 $ 772,500.00 $ 771,030.22 1/1/02 12/1/31 2/1/02 360 $ 1,255,000.00
6837785580 6.5 $ 554,000.00 $ 552,489.36 12/1/01 11/1/31 2/1/02 360 $ 695,000.00
6932136549 6 $ 420,000.00 $ 419,161.67 1/1/02 12/1/31 2/1/02 360 $ 750,000.00
99150088 7.25 $ 405,000.00 $ 403,401.12 10/1/01 9/1/31 2/1/02 360 $ 450,000.00
6217381315 7.25 $ 1,000,000.00 $ 996,851.19 11/1/01 10/1/31 2/1/02 360 $ 1,467,000.00
6648356688 6.25 $ 608,000.00 $ 605,674.30 11/1/01 10/1/31 2/1/02 360 $ 760,000.00
29659141 6.875 $ 583,150.00 $ 581,173.42 11/1/01 10/1/31 2/1/02 360 $ 975,000.00
6346137349 6 $ 500,000.00 $ 498,499.24 12/1/01 11/1/31 2/1/02 360 $ 1,050,000.00
6172774512 5.125 $ 557,200.00 $ 554,566.46 11/1/01 10/1/31 2/1/02 360 $ 1,100,000.00
6772573066 5.875 $ 344,000.00 $ 342,942.64 12/1/01 11/1/31 2/1/02 360 $ 430,000.00
6871540818 5.625 $ 750,000.00 $ 747,583.30 12/1/01 11/1/31 2/1/02 360 $ 1,500,000.00
6069466321 6.75 $ 332,800.00 $ 331,935.54 12/1/01 11/1/31 2/1/02 360 $ 425,000.00
6114866780 6.25 $ 545,000.00 $ 543,440.55 12/1/01 11/1/31 2/1/02 360 $ 1,250,000.00
0000000000 6 $ 355,000.00 $ 353,934.46 12/1/01 11/1/31 2/1/02 360 $ 490,000.00
6004857113 5.5 $ 620,000.00 $ 617,954.76 12/1/01 11/1/31 2/1/02 360 $ 1,175,000.00
6406608874 5.75 $ 474,710.00 $ 473,716.37 1/1/02 12/1/31 2/1/02 360 $ 650,000.00
0000000000 5.75 $ 352,000.00 $ 351,263.22 1/1/02 12/1/31 2/1/02 360 $ 450,000.00
6864647026 5.875 $ 341,250.00 $ 340,552.44 1/1/02 12/1/31 2/1/02 360 $ 465,000.00
6532927719 5.875 $ 345,300.00 $ 344,594.16 1/1/02 12/1/31 2/1/02 360 $ 512,000.00
6457843636 5.875 $ 372,000.00 $ 371,239.58 1/1/02 12/1/31 2/1/02 360 $ 650,000.00
6995322192 5.875 $ 540,000.00 $ 538,896.18 1/1/02 12/1/31 2/1/02 360 $ 750,000.00
6001195483 6 $ 400,000.00 $ 398,701.59 1/1/02 12/1/31 2/1/02 360 $ 500,000.00
6781583585 5.875 $ 511,000.00 $ 509,429.37 12/1/01 11/1/31 2/1/02 360 $ 1,560,000.00
6498876124 6.375 $ 318,500.00 $ 317,908.34 1/1/02 12/1/31 2/1/02 360 $ 455,000.00
6743161579 6.125 $ 1,000,000.00 $ 998,051.16 1/1/02 12/1/31 2/1/02 360 $ 2,000,000.00
6681148364 5.75 $ 375,200.00 $ 374,019.15 12/1/01 11/1/31 2/1/02 360 $ 486,000.00
6916526640 5.25 $ 308,340.00 $ 307,274.31 12/1/01 11/1/31 2/1/02 360 $ 386,000.00
6718615054 5.125 $ 375,000.00 $ 373,673.54 12/1/01 11/1/31 2/1/02 360 $ 500,000.00
6770580337 5.125 $ 515,000.00 $ 513,178.35 12/1/01 11/1/31 2/1/02 360 $ 701,000.00
6779824520 5.125 $ 571,000.00 $ 567,369.98 12/1/01 11/1/31 2/1/02 360 $ 770,000.00
6938161400 6.75 $ 408,000.00 $ 406,582.94 11/1/01 10/1/31 2/1/02 360 $ 515,000.00
6176186887 5.125 $ 648,000.00 $ 643,695.07 12/1/01 11/1/31 2/1/02 360 $ 810,000.00
6247337659 6.25 $ 470,000.00 $ 469,105.75 1/1/02 12/1/31 2/1/02 360 $ 740,000.00
6040734284 6.125 $ 537,000.00 $ 531,539.83 1/1/02 12/1/31 2/1/02 360 $ 1,150,000.00
6309185889 5.75 $ 417,684.00 $ 416,369.42 12/1/01 11/1/31 2/1/02 360 $ 525,000.00
6378959339 6.375 $ 401,350.00 $ 399,232.76 12/1/01 11/1/31 2/1/02 360 $ 532,000.00
6488799997 6.25 $ 560,000.00 $ 558,397.63 12/1/01 11/1/31 2/1/02 360 $ 710,000.00
6348464451 6 $ 501,600.00 $ 500,094.44 12/1/01 11/1/31 2/1/02 360 $ 635,000.00
6927020013 6.125 $ 308,250.00 $ 307,346.60 12/1/01 11/1/31 2/1/02 360 $ 420,000.00
6457362371 6.125 $ 350,000.00 $ 348,974.23 12/1/01 11/1/31 2/1/02 360 $ 495,000.00
6074271716 6.25 $ 367,200.00 $ 366,149.29 12/1/01 11/1/31 2/1/02 360 $ 459,000.00
6492860223 6.75 $ 312,500.00 $ 311,688.28 12/1/01 11/1/31 2/1/02 360 $ 445,000.00
6452934117 6.375 $ 302,000.00 $ 301,156.40 12/1/01 11/1/31 2/1/02 360 $ 420,000.00
6716887671 6 $ 405,000.00 $ 403,784.40 12/1/01 11/1/31 2/1/02 360 $ 780,000.00
6741867995 6.875 $ 631,200.00 $ 629,060.54 11/1/01 10/1/31 2/1/02 360 $ 792,000.00
6819853034 6 $ 410,000.00 $ 409,181.64 1/1/02 12/1/31 2/1/02 360 $ 640,000.00
6388081728 6.375 $ 439,000.00 $ 437,989.25 1/1/02 12/1/31 2/1/02 360 $ 630,000.00
6595197572 6.125 $ 572,000.00 $ 570,885.25 1/1/02 12/1/31 2/1/02 360 $ 721,000.00
6793427706 6.625 $ 356,250.00 $ 355,301.85 12/1/01 11/1/31 2/1/02 360 $ 480,000.00
6655340203 6.125 $ 332,000.00 $ 331,352.98 1/1/02 12/1/31 2/1/02 360 $ 415,000.00
6087632698 5.875 $ 303,325.00 $ 302,392.66 12/1/01 11/1/31 2/1/02 360 $ 390,000.00
6660278653 6.875 $ 342,530.00 $ 341,351.10 1/1/02 12/1/31 2/1/02 360 $ 499,000.00
0000000000 5.25 $ 456,880.00 $ 453,891.74 12/1/01 11/1/31 2/1/02 360 $ 1,200,000.00
6537766955 6.25 $ 335,213.00 $ 334,424.94 1/1/02 12/1/31 2/1/02 360 $ 648,000.00
6490832331 6.25 $ 340,000.00 $ 339,353.10 1/1/02 12/1/31 2/1/02 360 $ 450,000.00
6796692512 5.125 $ 744,000.00 $ 741,368.32 12/1/01 11/1/31 2/1/02 360 $ 930,000.00
6303648577 6 $ 500,000.00 $ 498,499.24 12/1/01 11/1/31 2/1/02 360 $ 821,000.00
6395985580 6.25 $ 374,500.00 $ 373,428.39 12/1/01 11/1/31 2/1/02 360 $ 535,000.00
6233427761 6.125 $ 500,000.00 $ 499,025.56 1/1/02 12/1/31 2/1/02 360 $ 1,187,000.00
6475701766 6.125 $ 322,000.00 $ 321,372.46 1/1/02 12/1/31 2/1/02 360 $ 575,000.00
0000000000 5.75 $ 354,000.00 $ 353,259.03 1/1/02 12/1/31 2/1/02 360 $ 445,000.00
0000000000 6.375 $ 463,200.00 $ 461,906.09 12/1/01 11/1/31 2/1/02 360 $ 585,000.00
6937386115 6.25 $ 345,700.00 $ 344,710.80 12/1/01 11/1/31 2/1/02 360 $ 505,000.00
6830673601 6.625 $ 572,000.00 $ 564,601.15 12/1/01 11/1/31 2/1/02 360 $ 715,000.00
6117159993 6.75 $ 326,888.00 $ 326,323.53 1/1/02 12/1/31 2/1/02 360 $ 1,175,000.00
0000000000 6 $ 1,000,000.00 $ 996,998.51 12/1/01 11/1/31 2/1/02 360 $ 1,675,000.00
6044041637 6.25 $ 496,000.00 $ 492,040.66 1/1/02 12/1/31 2/1/02 360 $ 690,000.00
6385650301 6.125 $ 335,000.00 $ 334,018.19 12/1/01 11/1/31 2/1/02 360 $ 500,000.00
6645862399 6.5 $ 347,600.00 $ 346,867.29 1/1/02 12/1/31 2/1/02 360 $ 500,000.00
6544296194 6.5 $ 425,450.00 $ 424,678.68 1/1/02 12/1/31 2/1/02 360 $ 1,270,000.00
6269705346 6 $ 320,000.00 $ 319,361.27 1/1/02 12/1/31 2/1/02 360 $ 400,000.00
99135832 7.125 $ 480,000.00 $ 477,662.44 9/1/01 8/1/31 2/1/02 360 $ 600,000.00
6503881291 6.25 $ 315,000.00 $ 314,400.67 1/1/02 12/1/31 2/1/02 360 $ 500,000.00
6044422902 5.625 $ 399,200.00 $ 397,480.84 11/1/01 10/1/31 2/1/02 360 $ 545,000.00
$ 89,738,996.92
ANUM MARGIN FRCDT FACAP NRCDT ACAP LCAP MAXRATE MINRATE STATE FICO
---------- ------ ------- ----- ------- ---- ---- ------- ------- ----- ----
6709099409 2.25 10/1/08 5 10/1/08 2 5 10.125 2.25 CA 712
6176763925 2.25 11/1/08 5 11/1/08 2 5 10.125 2.25 CA 686
6052913693 2.25 11/1/08 5 11/1/08 2 5 11 2.25 CA 684
6303930470 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 CA 714
6299415049 2.25 12/1/08 5 12/1/08 2 5 11 2.25 CA 698
6845879367 2.25 12/1/08 5 12/1/08 2 5 11 2.25 CA 785
6421677144 2.25 12/1/11 5 12/1/11 2 5 11.5 2.25 CA 765
6235288252 2.25 11/1/04 2 11/1/04 2 6 11.875 2.25 CA 730
6469682899 2.25 8/1/04 2 8/1/04 2 6 13.25 2.25 CA 668
6267540786 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 CA 798
6985877064 2.25 11/1/11 5 11/1/11 2 5 11.625 2.25 CA 743
6478159731 2.25 11/1/08 5 11/1/08 2 5 10 2.25 CA 789
6701056126 2.25 11/1/04 2 11/1/04 2 6 11.625 2.25 CA 772
6517811474 2.25 11/1/11 5 11/1/11 2 5 11.5 2.25 CA 778
6280727220 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 685
6132112407 2.25 11/1/11 5 11/1/11 2 5 11.5 2.25 CA 788
6884570653 2.25 11/1/04 2 11/1/04 2 6 11.875 2.25 CA 808
6807806432 2.25 12/1/08 5 12/1/08 2 5 11.375 2.25 CA 737
6424176854 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 CA 770
0000000000 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 CA 784
6158460185 2.25 12/1/04 2 12/1/04 2 6 12 2.25 CA 746
6280819423 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 744
0000000000 2.25 12/1/11 5 12/1/11 2 5 11.25 2.25 CA 768
6030503426 2.25 9/1/08 5 9/1/08 2 5 11.125 2.25 CA 770
6930235442 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 CA 722
6569440396 2.25 11/1/08 5 11/1/08 2 5 11.625 2.25 CA 725
6888577696 2.25 11/1/08 5 11/1/08 2 5 10.125 2.25 CA 747
6180777416 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 CA 695
6145154941 2.25 12/1/08 5 12/1/08 2 5 10.875 2.25 CA 710
6584091281 2.25 12/1/04 2 12/1/04 2 6 12.375 2.25 CA 691
6743386036 2.25 12/1/11 5 12/1/11 2 5 11.875 2.25 CA 785
6091097516 2.25 11/1/08 5 11/1/08 2 5 10.875 2.25 CA 796
6249250223 2.25 12/1/04 2 12/1/04 2 6 12 2.25 CA 689
29785193 2.25 11/1/04 2 11/1/04 2 6 12.875 2.25 CA 711
6563605242 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 CA 736
6389716983 2.25 12/1/08 5 12/1/08 2 5 10.875 2.25 CA 758
0000000000 2.25 12/1/04 2 12/1/04 2 6 12 2.25 CA 655
6584655929 2.25 12/1/11 5 12/1/11 2 5 11.5 2.25 CA 793
6389756567 2.25 12/1/08 5 12/1/08 2 5 11.125 2.25 CA 672
6881562851 2.25 12/1/08 5 12/1/08 2 5 11.375 2.25 CA 775
6787989208 2.25 5/1/08 5 5/1/08 2 5 12.25 2.25 CA 745
6809947903 2.25 11/1/08 5 11/1/08 2 5 10.125 2.25 CA 733
6992131208 2.25 11/1/08 5 11/1/08 2 5 10.875 2.25 CA 736
6155582353 2.25 11/1/11 5 11/1/11 2 5 11.875 2.25 CA 782
6432744065 2.25 11/1/08 5 11/1/08 2 5 10.875 2.25 CA 718
6627511410 2.25 11/1/11 5 11/1/11 2 5 11.5 2.25 CA 764
6792390400 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 CA 684
0000000000 2.25 12/1/08 5 12/1/08 2 5 11.375 2.25 CA 627
6211508319 2.25 12/1/08 5 12/1/08 2 5 11 2.25 CA 673
6894987764 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 CA 710
6862844252 2.25 11/1/04 2 11/1/04 2 6 12.125 2.25 CA 634
6936112603 2.25 11/1/08 5 11/1/08 2 5 11 2.25 CA 796
6452584920 2.25 11/1/04 2 11/1/04 2 6 11.875 2.25 CA 820
6646903606 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 CA 668
6218065743 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 780
6610732049 2.25 12/1/08 5 12/1/08 2 5 10.875 2.25 CA 797
6008019991 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 767
6770967880 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 CA 723
6080240465 2.25 12/1/11 5 12/1/11 2 5 11.5 2.25 CA 745
6818406693 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 CA 794
0000000000 2.25 12/1/04 2 12/1/04 2 6 11.375 2.25 CA 780
6880736829 2.25 11/1/04 2 11/1/04 2 6 11.875 2.25 CA 708
6352754342 2.25 12/1/08 5 12/1/08 2 5 11 2.25 CA 676
6011726848 2.25 12/1/11 5 12/1/11 2 5 11.375 2.25 CA 756
6438821024 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 711
6692854919 2.25 12/1/04 2 12/1/04 2 6 11.5 2.25 CA 797
6899118597 2.25 12/1/04 2 12/1/04 2 6 11.875 2.25 CA 707
6984050978 2.25 12/1/08 5 12/1/08 2 5 11 2.25 CA 791
6217896312 2.25 12/1/08 5 12/1/08 2 5 10.375 2.25 CA 665
6202738586 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 637
6774014317 2.25 11/1/08 5 11/1/08 2 5 11 2.25 CA 704
99088395 2.25 7/1/08 5 7/1/08 2 5 12.25 2.25 CA 690
6094161988 2.25 12/1/04 2 12/1/04 2 6 11.75 2.25 CA 788
6310225450 2.25 6/1/04 2 6/1/04 2 6 13.375 2.25 CA 692
6532381370 2.25 11/1/04 2 11/1/04 2 6 12.125 2.25 CA 662
6751178390 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 764
6693077882 2.25 12/1/08 5 12/1/08 2 5 11.125 2.25 CA 765
6756909617 2.25 12/1/08 5 12/1/08 2 5 10.875 2.25 CA 752
6870407233 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 706
6303084476 2.25 11/1/04 2 11/1/04 2 6 12.5 2.25 CA 720
6778620820 2.25 12/1/08 5 12/1/08 2 5 11.375 2.25 CA 765
6543598111 2.25 12/1/04 2 12/1/04 2 6 12.125 2.25 CA 786
6975819753 2.25 11/1/08 5 11/1/08 2 5 10.625 2.25 CA 813
6706772628 2.25 11/1/08 5 11/1/08 2 5 11.625 2.25 CA 777
6747376355 2.25 12/1/08 5 12/1/08 2 5 10.875 2.25 CA 777
0000000000 2.25 12/1/04 2 12/1/04 2 6 11.75 2.25 CA 792
6791427518 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 CA 781
6191839866 2.25 12/1/11 5 12/1/11 2 5 11.375 2.25 CA 770
6609151276 2.25 11/1/08 5 11/1/08 2 5 11.75 2.25 CA 780
6349826096 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 CA 764
6897613433 2.25 12/1/04 2 12/1/04 2 6 11.875 2.25 CA 692
6030502931 2.25 11/1/11 5 11/1/11 2 5 11.375 2.25 CA 784
6080560193 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 CA 731
6781309783 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 CA 745
6123305465 2.25 12/1/08 5 12/1/08 2 5 11.375 2.25 CA 744
6212134099 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 CA 722
6291206727 2.25 12/1/08 5 12/1/08 2 5 10.875 2.25 CA 718
6035899191 2.25 5/1/08 5 5/1/08 2 5 12.25 2.25 CA 701
0000000000 2.25 11/1/08 5 11/1/08 2 5 11 2.25 CA 671
6517980162 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 CA 771
6156487529 2.25 11/1/08 5 11/1/08 2 5 10.875 2.25 CO 789
99142713 2.25 9/1/04 2 9/1/04 2 6 12.625 2.25 CO 697
0000000000 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 CO 775
6852926804 2.25 11/1/08 5 11/1/08 2 5 11.625 2.25 CO 766
6693377639 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 DC 798
6380278744 2.25 12/1/04 2 12/1/04 2 6 11.625 2.25 DC 785
6085994975 2.25 12/1/11 5 12/1/11 2 5 11.625 2.25 DC 696
6792029974 2.25 10/1/08 5 10/1/08 2 5 11.5 2.25 VA 767
0000000000 2.25 12/1/04 2 12/1/04 2 6 11.875 2.25 VA 713
6969004073 2.25 12/1/04 2 12/1/04 2 6 11.875 2.25 FL 804
6059351715 2.25 12/1/04 2 12/1/04 2 6 12 2.25 GA 698
6021122020 2.25 11/1/11 5 11/1/11 2 5 10.75 2.25 GA 677
6558145808 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 GA 700
0000000000 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 IL 733
6767114652 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 IL 747
6837785580 2.25 11/1/08 5 11/1/08 2 5 11.5 2.25 NV 744
6932136549 2.25 12/1/08 5 12/1/08 2 5 11 2.25 NV 789
99150088 2.25 9/1/08 5 9/1/08 2 5 12.25 2.25 CO 702
6217381315 2.25 10/1/08 5 10/1/08 2 5 12.25 2.25 NC 683
6648356688 2.25 10/1/08 5 10/1/08 2 5 11.25 2.25 TX 676
29659141 2.25 10/1/04 2 10/1/04 2 6 12.875 2.25 CO 705
6346137349 2.25 11/1/04 2 11/1/04 2 6 12 2.25 NC 802
6172774512 2.25 10/1/08 5 10/1/08 2 5 10.125 2.25 SC 694
6772573066 2.25 11/1/08 5 11/1/08 2 5 10.875 2.25 FL 716
6871540818 2.25 11/1/08 5 11/1/08 2 5 10.625 2.25 TX 777
6069466321 2.25 11/1/11 5 11/1/11 2 5 11.75 2.25 TX 755
6114866780 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 NM 766
0000000000 2.25 11/1/08 5 11/1/08 2 5 11 2.25 VA 777
6004857113 2.25 11/1/08 5 11/1/08 2 5 10.5 2.25 VA 684
6406608874 2.25 12/1/04 2 12/1/04 2 6 11.75 2.25 GA 764
0000000000 2.25 12/1/04 2 12/1/04 2 6 11.75 2.25 FL 723
6864647026 2.25 12/1/08 5 12/1/08 2 5 10.875 2.25 IA 737
6532927719 2.25 12/1/08 5 12/1/08 2 5 10.875 2.25 TX 786
6457843636 2.25 1/1/05 2 1/1/05 2 6 11.875 2.25 TX 739
6995322192 2.25 12/1/11 5 12/1/11 2 5 10.875 2.25 TX 722
6001195483 2.25 12/1/08 5 12/1/08 2 5 11 2.25 CO 797
6781583585 2.25 11/1/04 2 11/1/04 2 6 11.875 2.25 NM 715
6498876124 2.25 12/1/08 5 12/1/08 2 5 11.375 2.25 CA 782
6743161579 2.25 12/1/08 5 12/1/08 2 5 11.125 2.25 HI 758
6681148364 2.25 11/1/08 5 11/1/08 2 5 10.75 2.25 PA 762
6916526640 2.25 11/1/08 5 11/1/08 2 5 10.25 2.25 PA 800
6718615054 2.25 11/1/08 5 11/1/08 2 5 10.125 2.25 SC 690
6770580337 2.25 11/1/08 5 11/1/08 2 5 10.125 2.25 SC 668
6779824520 2.25 11/1/08 5 11/1/08 2 5 10.125 2.25 SC 737
6938161400 2.25 10/1/08 5 10/1/08 2 5 11.75 2.25 SC 689
6176186887 2.25 11/1/08 5 11/1/08 2 5 10.125 2.25 SC 693
6247337659 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 SC 691
6040734284 2.25 1/1/05 2 1/1/05 2 6 12.125 2.25 TN 633
6309185889 2.25 11/1/08 5 11/1/08 2 5 10.75 2.25 TN 776
6378959339 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 TX 806
6488799997 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 TX 795
6348464451 2.25 11/1/08 5 11/1/08 2 5 11 2.25 TX 796
6927020013 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 TX 764
6457362371 2.25 11/1/04 2 11/1/04 2 6 12.125 2.25 VA 771
6074271716 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 VA 781
6492860223 2.25 11/1/08 5 11/1/08 2 5 11.75 2.25 VA 801
6452934117 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 VA 735
6716887671 2.25 11/1/04 2 11/1/04 2 6 12 2.25 VA 774
6741867995 2.25 10/1/08 5 10/1/08 2 5 11.875 2.25 VA 769
6819853034 2.25 1/1/09 5 1/1/09 2 5 11 2.25 VA 741
6388081728 2.25 12/1/11 5 12/1/11 2 5 11.375 2.25 VA 802
6595197572 2.25 12/1/04 2 12/1/04 2 6 12.125 2.25 VA 789
6793427706 2.25 11/1/08 5 11/1/08 2 5 11.625 2.25 VA 705
6655340203 2.25 12/1/08 5 12/1/08 2 5 11.125 2.25 VA 734
6087632698 2.25 11/1/04 2 11/1/04 2 6 11.875 2.25 VA 678
6660278653 2.25 12/1/08 5 12/1/08 2 5 11.875 2.25 WA 768
0000000000 2.25 11/1/08 5 11/1/08 2 5 10.25 2.25 CT 770
6537766955 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 MD 788
6490832331 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 MD 750
6796692512 2.25 11/1/08 5 11/1/08 2 5 10.125 2.25 MD 797
6303648577 2.25 11/1/08 5 11/1/08 2 5 11 2.25 MD 797
6395985580 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 MD 712
6233427761 2.25 12/1/08 5 12/1/08 2 5 11.125 2.25 MD 712
6475701766 2.25 12/1/08 5 12/1/08 2 5 11.125 2.25 MD 791
0000000000 2.25 12/1/08 5 12/1/08 2 5 10.75 2.25 NC 777
0000000000 2.25 11/1/08 5 11/1/08 2 5 11.375 2.25 NC 793
6937386115 2.25 11/1/08 5 11/1/08 2 5 11.25 2.25 NC 760
6830673601 2.25 11/1/11 5 11/1/11 2 5 11.625 2.25 FL 737
6117159993 2.25 12/1/11 5 12/1/11 2 5 11.75 2.25 FL 784
0000000000 2.25 11/1/08 5 11/1/08 2 5 11 2.25 AZ 672
6044041637 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 AZ 693
6385650301 2.25 11/1/08 5 11/1/08 2 5 11.125 2.25 AZ 756
6645862399 2.25 12/1/08 5 12/1/08 2 5 11.5 2.25 AZ 656
6544296194 2.25 12/1/08 5 12/1/08 2 5 11.5 2.25 WA 778
6269705346 2.25 12/1/08 5 12/1/08 2 5 11 2.25 WA 714
99135832 2.25 8/1/08 5 8/1/08 2 5 12.125 2.25 WA 689
6503881291 2.25 12/1/08 5 12/1/08 2 5 11.25 2.25 WA 694
6044422902 2.25 10/1/08 5 10/1/08 2 5 10.625 2.25 WA 682
ANUM SFEE OLTV CLTV PROPLIT OCCLIT PURPLIT DOCLIT RTERM
---- ---- ---- ---- ------- ------ ------- ------ -----
6709099409 0.25 34.78 34.74 SINGLE FAMILY PRIMARY RATE TERM LIMITED 356
6176763925 0.25 64.95 64.95 SINGLE FAMILY INVESTOR RATE TERM FULL 357
6052913693 0.25 69.76 69.69 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 357
6303930470 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6299415049 0.25 38.46 38.46 SINGLE FAMILY PRIMARY RATE TERM FULL 358
6845879367 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6421677144 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6235288252 0.375 72.81 72.81 SINGLE FAMILY PRIMARY RATE TERM LIMITED 357
6469682899 0.375 80 79.81 SINGLE FAMILY PRIMARY PURCHASE FULL 354
6267540786 0.25 74.99 74.99 PUD PRIMARY PURCHASE LIMITED 357
6985877064 0.25 70 70 CONDO SECOND HOM PURCHASE LIMITED 357
6478159731 0.25 80 79.9 PUD PRIMARY PURCHASE LIMITED 357
6701056126 0.375 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6517811474 0.25 79.95 79.95 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6280727220 0.25 79.8 79.8 SINGLE FAMILY PRIMARY RATE TERM LIMITED 357
6132112407 0.25 64.17 64.17 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 357
6884570653 0.375 57.6 57.6 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6807806432 0.25 63.68 63.68 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 358
6424176854 0.25 17.82 17.82 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 357
0000000000 0.25 75 75 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6158460185 0.375 73.92 73.92 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6280819423 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
0000000000 0.25 44.44 44.44 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6030503426 0.25 80 79.84 Missing PRIMARY PURCHASE LIMITED 355
6930235442 0.25 79.52 79.52 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6569440396 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6888577696 0.25 76.07 76.07 CONDO PRIMARY RATE TERM LIMITED 357
6180777416 0.25 80 80 CONDO PRIMARY PURCHASE FULL 358
6145154941 0.25 80 80 CONDO PRIMARY PURCHASE LIMITED 358
6584091281 0.375 79.6 79.6 CONDO PRIMARY PURCHASE FULL 358
6743386036 0.25 80 80 CONDO PRIMARY PURCHASE FULL 358
6091097516 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6249250223 0.375 78.66 78.66 SINGLE FAMILY PRIMARY RATE TERM FULL 358
29785193 0.375 78.41 78.41 PUD PRIMARY PURCHASE FULL 357
6563605242 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6389716983 0.25 69.94 69.94 PUD PRIMARY PURCHASE LIMITED 358
0000000000 0.375 75 75 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 358
6584655929 0.25 66.6 66.6 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6389756567 0.25 61.98 61.98 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 358
6881562851 0.25 80 80 PUD PRIMARY PURCHASE LIMITED 358
6787989208 0.25 80 79.56 SINGLE FAMILY PRIMARY PURCHASE LIMITED 351
6809947903 0.25 56.91 56.91 SINGLE FAMILY PRIMARY RATE TERM FULL 357
6992131208 0.25 80 79.91 PUD PRIMARY PURCHASE FULL 357
6155582353 0.25 75 75 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 357
6432744065 0.25 80 80 SINGLE FAMILY PRIMARY RATE TERM LIMITED 357
6627511410 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6792390400 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE FULL 358
0000000000 0.25 80 80 SINGLE FAMILY PRIMARY RATE TERM FULL 358
6211508319 0.25 68.77 68.77 SINGLE FAMILY PRIMARY PURCHASE FULL 358
6894987764 0.25 45 45 PUD PRIMARY REFI-EQUITY LIMITED 357
6862844252 0.375 72.22 72.22 PUD PRIMARY REFI-EQUITY FULL 357
6936112603 0.25 77.62 77.62 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6452584920 0.375 59.81 59.81 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6646903606 0.25 75 74.92 PUD PRIMARY PURCHASE FULL 357
6218065743 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6610732049 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE FULL 358
6008019991 0.25 61.38 61.38 Missing PRIMARY PURCHASE LIMITED 357
6770967880 0.25 55 55 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 357
6080240465 0.25 80 80 CONDO PRIMARY RATE TERM LIMITED 358
6818406693 0.25 76.19 76.19 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
0000000000 0.375 53.18 53.18 PUD PRIMARY RATE TERM LIMITED 358
6880736829 0.375 68.11 68.11 PUD PRIMARY RATE TERM LIMITED 357
6352754342 0.25 67.41 67.41 PUD PRIMARY RATE TERM FULL 358
6011726848 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6438821024 0.25 75 75 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 357
6692854919 0.375 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6899118597 0.375 69.44 69.44 PUD PRIMARY REFI-EQUITY FULL 358
6984050978 0.25 74 74 Missing PRIMARY RATE TERM LIMITED 358
6217896312 0.25 90 90 PUD PRIMARY PURCHASE FULL 358
6202738586 0.25 68.88 68.88 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 357
6774014317 0.25 69.28 69.28 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 357
99088395 0.25 80 79.68 SINGLE FAMILY PRIMARY PURCHASE FULL 353
6094161988 0.375 74.82 74.82 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6310225450 0.375 79.58 79.28 SINGLE FAMILY PRIMARY RATE TERM FULL 352
6532381370 0.375 69.28 69.28 SINGLE FAMILY PRIMARY RATE TERM FULL 357
6751178390 0.25 54.79 54.79 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 357
6693077882 0.25 70 70 SINGLE FAMILY INVESTOR PURCHASE FULL 358
6756909617 0.25 75.43 75.43 Missing PRIMARY RATE TERM FULL 358
6870407233 0.25 59.33 59.33 SINGLE FAMILY PRIMARY RATE TERM LIMITED 357
6303084476 0.375 25.64 25.64 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 357
6778620820 0.25 43.47 43.47 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6543598111 0.375 80 80 CONDO PRIMARY REFI-EQUITY LIMITED 358
6975819753 0.25 46.35 46.35 PUD PRIMARY RATE TERM LIMITED 357
6706772628 0.25 37.64 37.64 PUD PRIMARY PURCHASE LIMITED 357
6747376355 0.25 70 70 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 358
0000000000 0.375 70 70 SINGLE FAMILY PRIMARY PURCHASE FULL 358
6791427518 0.25 75 75 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6191839866 0.25 39.89 39.89 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6609151276 0.25 33.38 33.38 SINGLE FAMILY PRIMARY RATE TERM LIMITED 357
6349826096 0.25 39.62 39.62 SINGLE FAMILY PRIMARY RATE TERM LIMITED 357
6897613433 0.375 79.65 79.65 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6030502931 0.25 16.66 16.66 SINGLE FAMILY PRIMARY RATE TERM FULL 357
6080560193 0.25 79.99 79.99 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6781309783 0.25 73.61 73.61 PUD PRIMARY PURCHASE LIMITED 357
6123305465 0.25 77.93 77.93 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6212134099 0.25 67.46 67.46 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 358
6291206727 0.25 39.13 39.13 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 358
6035899191 0.25 76.47 76.1 SINGLE FAMILY PRIMARY PURCHASE LIMITED 351
0000000000 0.25 76.28 76.28 Missing PRIMARY RATE TERM FULL 357
6517980162 0.25 62.5 62.5 PUD PRIMARY REFI-EQUITY LIMITED 357
6156487529 0.25 94.42 94.42 Missing PRIMARY PURCHASE LIMITED 357
99142713 0.375 80 79.85 PUD PRIMARY RATE TERM LIMITED 355
0000000000 0.25 69.1 69.1 PUD PRIMARY REFI-EQUITY LIMITED 357
6852926804 0.25 36.66 36.66 PUD PRIMARY REFI-EQUITY FULL 357
6693377639 0.25 47.21 47.21 CONDO PRIMARY RATE TERM LIMITED 357
6380278744 0.375 54.5 54.5 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6085994975 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE FULL 358
6792029974 0.25 72.62 72.56 SINGLE FAMILY PRIMARY RATE TERM LIMITED 356
0000000000 0.375 68.03 68.03 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6969004073 0.375 80 80 PUD PRIMARY PURCHASE LIMITED 178
6059351715 0.375 42.41 42.41 PUD PRIMARY RATE TERM FULL 358
6021122020 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE FULL 357
6558145808 0.25 75 75 PUD PRIMARY REFI-EQUITY FULL 358
0000000000 0.25 56.07 56.07 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6767114652 0.25 61.55 61.55 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6837785580 0.25 79.99 79.99 PUD PRIMARY PURCHASE FULL 357
6932136549 0.25 56 56 CONDO SECOND HOM RATE TERM LIMITED 358
99150088 0.25 90 89.85 CONDO SECOND HOM PURCHASE LIMITED 355
6217381315 0.25 68.16 68.11 SINGLE FAMILY PRIMARY RATE TERM FULL 356
6648356688 0.25 80 79.92 PUD PRIMARY PURCHASE FULL 356
29659141 0.375 59.81 59.76 CONDO SECOND HOM RATE TERM LIMITED 356
6346137349 0.375 49.11 49.11 PUD PRIMARY PURCHASE LIMITED 357
6172774512 0.25 50.65 50.59 PUD PRIMARY REFI-EQUITY FULL 356
6772573066 0.25 80 80 PUD PRIMARY RATE TERM LIMITED 357
6871540818 0.25 55.97 55.97 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6069466321 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6114866780 0.25 43.6 43.6 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 357
0000000000 0.25 72.44 72.44 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 357
6004857113 0.25 54.75 54.75 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6406608874 0.375 73.03 73.03 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
0000000000 0.375 78.22 78.22 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 358
6864647026 0.25 73.38 73.38 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6532927719 0.25 67.44 67.44 PUD PRIMARY RATE TERM LIMITED 358
6457843636 0.375 57.23 57.23 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6995322192 0.25 72 72 PUD PRIMARY RATE TERM LIMITED 358
6001195483 0.25 80 80 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 358
6781583585 0.375 32.75 32.75 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 357
6498876124 0.25 70 70 PUD SECOND HOM RATE TERM LIMITED 358
6743161579 0.25 50 50 CONDO SECOND HOM RATE TERM LIMITED 358
6681148364 0.25 80 80 PUD PRIMARY PURCHASE LIMITED 357
6916526640 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6718615054 0.25 75 75 PUD PRIMARY REFI-EQUITY LIMITED 357
6770580337 0.25 73.46 73.46 SINGLE FAMILY PRIMARY RATE TERM FULL 357
6779824520 0.25 74.15 74.15 SINGLE FAMILY PRIMARY RATE TERM FULL 357
6938161400 0.25 79.22 79.15 SINGLE FAMILY PRIMARY RATE TERM LIMITED 356
6176186887 0.25 80 80 SINGLE FAMILY PRIMARY RATE TERM FULL 357
6247337659 0.25 63.51 63.51 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 358
6040734284 0.375 46.69 46.69 SINGLE FAMILY PRIMARY RATE TERM FULL 358
6309185889 0.25 80 80 Missing PRIMARY PURCHASE LIMITED 357
6378959339 0.25 75.44 75.44 PUD PRIMARY RATE TERM LIMITED 357
6488799997 0.25 80 80 PUD PRIMARY PURCHASE LIMITED 357
6348464451 0.25 80 79.92 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6927020013 0.25 73.39 73.39 TOWNHOUSE PRIMARY RATE TERM LIMITED 357
6457362371 0.375 70.7 70.5 PUD PRIMARY REFI-EQUITY LIMITED 357
6074271716 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6492860223 0.25 70.22 70.22 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 357
6452934117 0.25 71.9 71.9 PUD PRIMARY RATE TERM LIMITED 357
6716887671 0.375 51.92 51.92 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6741867995 0.25 80 79.93 PUD PRIMARY PURCHASE LIMITED 356
6819853034 0.25 64.06 64.06 2-4 FAMILY PRIMARY REFI-EQUITY FULL 358
6388081728 0.25 69.68 69.68 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6595197572 0.375 80 79.51 SINGLE FAMILY PRIMARY PURCHASE LIMITED 358
6793427706 0.25 74.21 74.21 PUD PRIMARY REFI-EQUITY FULL 357
6655340203 0.25 80 80 PUD PRIMARY REFI-EQUITY FULL 358
6087632698 0.375 77.77 77.77 PUD PRIMARY RATE TERM FULL 357
6660278653 0.25 68.64 68.64 PUD PRIMARY RATE TERM LIMITED 358
0000000000 0.25 38.07 38.07 SINGLE FAMILY PRIMARY RATE TERM LIMITED 357
6537766955 0.25 51.73 51.73 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6490832331 0.25 75.55 75.55 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6796692512 0.25 80 80 SINGLE FAMILY PRIMARY REFI-EQUITY FULL 357
6303648577 0.25 60.9 60.9 PUD PRIMARY REFI-EQUITY LIMITED 357
6395985580 0.25 70 70 SINGLE FAMILY PRIMARY RATE TERM LIMITED 357
6233427761 0.25 42.12 42.12 SINGLE FAMILY PRIMARY RATE TERM LIMITED 358
6475701766 0.25 56 56 PUD PRIMARY RATE TERM LIMITED 358
0000000000 0.25 80 80 PUD PRIMARY PURCHASE LIMITED 358
0000000000 0.25 80 80 SINGLE FAMILY PRIMARY PURCHASE LIMITED 357
6937386115 0.25 68.45 68.45 PUD PRIMARY RATE TERM LIMITED 357
6830673601 0.25 80 79.66 SINGLE FAMILY PRIMARY PURCHASE FULL 357
6117159993 0.25 27.82 27.82 SINGLE FAMILY SECOND HOM RATE TERM LIMITED 358
0000000000 0.25 59.7 59.7 PUD PRIMARY RATE TERM FULL 357
6044041637 0.25 71.88 71.88 PUD PRIMARY REFI-EQUITY FULL 358
6385650301 0.25 67 67 PUD PRIMARY RATE TERM LIMITED 357
6645862399 0.25 69.52 69.52 PUD PRIMARY RATE TERM FULL 358
6544296194 0.25 33.5 33.5 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 358
6269705346 0.25 80 80 SINGLE FAMILY PRIMARY REFI-EQUITY LIMITED 358
99135832 0.25 80 79.8 PUD PRIMARY PURCHASE FULL 354
6503881291 0.25 63 63 Missing PRIMARY REFI-EQUITY LIMITED 358
6044422902 0.25 80 79.91 SINGLE FAMILY PRIMARY PURCHASE LIMITED 356
ANUM ATERM AGE MTR LNAME AMBUCX INDEX TFEE NWAC
---------- ----- --- --- ---------- -------------- ----- ------ -------
6709099409 356 4 80 XXXXXXXXX 7/1 LIBOR ARMS LIBOR 0.0075 4.8675
6176763925 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.8675
6052913693 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6303930470 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6299415049 358 2 82 KORBATOV 7/1 LIBOR ARMS LIBOR 0.0075 5.7425
6845879367 358 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6421677144 358 2 118 XXXXX 10/1 LIBOR ARMS LIBOR 0.0075 6.2425
6235288252 357 3 33 XXXXXX 3/1 LIBOR ARMS LIBOR 0.0075 5.4925
6469682899 354 6 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.8675
6267540786 357 3 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6985877064 357 3 117 SINGH 10/1 LIBOR ARMS LIBOR 0.0075 6.3675
6478159731 353 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.7425
6701056126 357 3 00 XXXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.2425
6517811474 357 3 117 XXXXXXX 10/1 LIBOR ARMS LIBOR 0.0075 6.2425
6280727220 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6132112407 357 3 000 XXXXXXX XX 00/0 XXXXX XXXX XXXXX 0.0075 6.2425
6884570653 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6807806432 358 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6424176854 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
0000000000 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6158460185 358 2 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6280819423 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
0000000000 358 2 118 CHEN 10/1 LIBOR ARMS LIBOR 0.0075 5.9925
6030503426 355 5 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6930235442 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6569440396 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.3675
6888577696 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.8675
6180777416 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6145154941 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6584091281 358 2 34 VIERA 3/1 LIBOR ARMS LIBOR 0.0075 5.9925
6743386036 358 2 118 XXXXXX 10/1 LIBOR ARMS LIBOR 0.0075 6.6175
6091097516 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6249250223 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
29785193 357 3 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.4925
6563605242 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6389716983 358 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
0000000000 358 2 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6584655929 358 2 000 XXXXXX 00/0 XXXXX XXXX XXXXX 0.0075 6.2425
6389756567 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6881562851 358 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6787989208 350 9 75 XXXXXXX 7/1 LIBOR ARMS LIBOR 0.0075 6.9925
6809947903 350 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.8675
6992131208 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6155582353 357 3 000 XXXXXXXX 00/0 XXXXX XXXX XXXXX 0.0075 6.6175
6432744065 357 3 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6627511410 357 3 117 XXXXXXX 00/0 XXXXX XXXX XXXXX 0.0075 6.2425
6792390400 358 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
0000000000 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6211508319 358 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6894987764 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6862844252 357 3 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6936112603 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6452584920 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6646903606 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6218065743 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6610732049 358 2 00 XXX XXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6008019991 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6770967880 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6080240465 358 2 000 XXXXX 00/0 XXXXX XXXX XXXXX 0.0075 6.2425
6818406693 358 2 82 XXXXX 7/1 LIBOR ARMS LIBOR 0.0075 5.9925
0000000000 358 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.9925
6880736829 356 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6352754342 358 2 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6011726848 358 2 118 XXXXXXX 00/0 XXXXX XXXX XXXXX 0.0075 6.1175
6438821024 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6692854919 358 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.1175
6899118597 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6984050978 358 2 00 XXXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6217896312 358 2 82 XXXXX, JR. 7/1 LIBOR ARMS LIBOR 0.0075 5.1175
6202738586 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6774014317 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
99088395 353 7 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.9925
6094161988 358 2 00 XXX 0/0 XXXXX XXXX XXXXX 0.0075 5.3675
6310225450 351 8 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.9925
6532381370 357 3 00 XXXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6751178390 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6693077882 358 2 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6756909617 358 2 00 XXXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6870407233 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6303084476 357 3 33 XXXXXXX 3/1 LIBOR ARMS LIBOR 0.0075 6.1175
6778620820 358 2 82 AHN 7/1 LIBOR ARMS LIBOR 0.0075 6.1175
6543598111 358 2 00 XXXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6975819753 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.3675
6706772628 357 3 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.3675
6747376355 358 2 00 XXXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
0000000000 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.3675
6791427518 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6191839866 358 2 118 XXXXXX 10/1 LIBOR ARMS LIBOR 0.0075 6.1175
6609151276 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.4925
6349826096 357 3 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6897613433 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6030502931 357 3 117 AKERMAN 10/1 LIBOR ARMS LIBOR 0.0075 6.1175
6080560193 358 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6781309783 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6123305465 358 2 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6212134099 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6291206727 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6035899191 351 9 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.9925
0000000000 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6517980162 357 3 00 XXXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6156487529 356 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
99142713 355 5 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.2425
0000000000 357 3 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6852926804 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.3675
6693377639 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6380278744 358 2 34 XXXXXX 3/1 LIBOR ARMS LIBOR 0.0075 5.2425
6085994975 358 2 000 XXXXXXX 00/0 XXXXX XXXX XXXXX 0.0075 6.3675
6792029974 355 4 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.2425
0000000000 358 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6969004073 178 2 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6059351715 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6021122020 357 3 000 XXXXXX 00/0 XXXXX XXXX XXXXX 0.0075 5.4925
6558145808 358 2 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
0000000000 358 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6767114652 358 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6837785580 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.2425
6932136549 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
99150088 355 5 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.9925
6217381315 356 4 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.9925
6648356688 356 4 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
29659141 356 4 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.4925
6346137349 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6172774512 356 4 80 XXXXX 7/1 LIBOR ARMS LIBOR 0.0075 4.8675
6772573066 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6871540818 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.3675
6069466321 357 3 000 XXXXX 00/0 XXXXX XXXX XXXXX 0.0075 6.4925
6114866780 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
0000000000 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6004857113 357 3 00 XXXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.2425
6406608874 358 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.3675
0000000000 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.3675
6864647026 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6532927719 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6457843636 358 2 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6995322192 358 2 118 XXXX 10/1 LIBOR ARMS LIBOR 0.0075 5.6175
6001195483 357 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6781583585 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6498876124 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6743161579 358 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6681148364 357 3 81 XXXXXXX JR 7/1 LIBOR ARMS LIBOR 0.0075 5.4925
6916526640 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.9925
6718615054 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.8675
6770580337 357 3 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.8675
6779824520 355 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 4.8675
6938161400 356 4 80 XXXXX, III 0/0 XXXXX XXXX XXXXX 0.0075 6.4925
6176186887 354 3 81 XXXXXXX, J 7/1 LIBOR ARMS LIBOR 0.0075 4.8675
6247337659 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6040734284 350 2 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6309185889 357 3 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6378959339 354 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6488799997 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6348464451 357 3 00 XXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6927020013 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6457362371 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6074271716 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6492860223 357 3 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.4925
6452934117 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6716887671 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.6175
6741867995 356 4 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.6175
6819853034 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6388081728 358 2 118 XXXXXXX XX 10/1 LIBOR ARMS LIBOR 0.0075 6.1175
6595197572 358 2 00 X'XXXX XX. 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6793427706 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.3675
6655340203 358 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6087632698 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
6660278653 356 2 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.6175
0000000000 354 3 00 XXXXXX-XXX 0/0 XXXXX XXXX XXXXX 0.0075 4.9925
6537766955 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6490832331 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6796692512 357 3 81 XXXXX, XX. 7/1 LIBOR ARMS LIBOR 0.0075 4.8675
6303648577 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6395985580 357 3 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6233427761 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6475701766 358 2 00 XXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
0000000000 358 2 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.4925
0000000000 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.1175
6937386115 357 3 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6830673601 346 3 117 XXXXX 10/1 LIBOR ARMS LIBOR 0.0075 6.3675
6117159993 358 2 000 XXXXXX 00/0 XXXXX XXXX XXXXX 0.0075 6.4925
0000000000 357 3 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
6044041637 352 2 00 XXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6385650301 357 3 00 XXXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.8675
6645862399 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.2425
6544296194 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.2425
6269705346 358 2 00 XXXXXXXX,X 0/0 XXXXX XXXX XXXXX 0.0075 5.7425
99135832 354 6 00 XXXXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 6.8675
6503881291 358 2 00 XXXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.9925
6044422902 356 4 00 XXXXX 0/0 XXXXX XXXX XXXXX 0.0075 5.3675
EXHIBIT B
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall
include each of the following items, which shall be available for
inspection by the Purchaser and any prospective Purchaser, and which shall
be retained by the Company in the Servicing File or delivered to the
Custodian pursuant to Sections 2.01 and 2.03 of the Seller's Warranties and
the Servicing Agreement to which this Exhibit is attached (the
"Agreement"):
1. The original Mortgage Note (or in lieu thereof, a lost
not affidavit with respect thereto) bearing all
intervening endorsements, endorsed "Pay to the order of
______________, without recourse" and signed in the name
of the Company by an authorized officer (in the event
that the Mortgage Loan was acquired by the Company in a
merger, the signature must be in the following form:
"[Company], successor by merger to [name of
predecessor]"; and in the event that the Mortgage Loan
was acquired or originated by the Company while doing
business under another name, the signature must be in the
following form: "[Company], formerly know as [previous
name]").
2. The original of any personal endorsement, surety and/or
guaranty agreement executed in connection with the
Mortgage Note, if any.
3. The original Mortgage, with evidence of recording thereon
or a certified true and correct copy of the Mortgage sent
for recordation. If in connection with any Mortgage Loan,
the Company cannot deliver or cause to be delivered the
original Mortgage with evidence of recording thereon on
or prior to the Closing Date because of a delay caused by
the public recording office where such Mortgage has been
delivered for recordation or because such Mortgage has
been lost or because such public recording office retains
the original recorded Mortgage, the Company shall deliver
or cause to be delivered to the Custodian, a photocopy of
such Mortgage, together with (i) in the case of a delay
caused by the public recording office, an Officer's
Certificate of the Company stating that such Mortgage has
been dispatched to the appropriate public recording
office for recordation and that the original recorded
Mortgage or a copy of such Mortgage certified by such
public recording office to be a true and complete copy of
the original recorded Mortgage will be promptly delivered
to the Custodian upon receipt thereof by the Company; or
(ii) in the case of a Mortgage where a public recording
office retains the original recorded Mortgage or in the
case where a Mortgage is lost after recordation in a
public recording office, a copy of such Mortgage
certified by such public recording office or by the title
insurance company that issued the title policy to be a
true and complete copy of the original recorded Mortgage.
4. The originals or certified true copies of all assumption,
modification, consolidation or extension agreements, with
evidence of recording noted thereon if recordation is
required to maintain the lien of the mortgage or is
otherwise required, or, if recordation is not so
required, an original or copy of any such assumption,
modification, consolidation or extension agreements.
5. The original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording,
from the Company to "______________" or as otherwise
directed by the Purchaser. If the Mortgage Loan was
acquired by the Company in a merger, the Assignment of
Mortgage must be made by "[Company], successor by merger
to [name of predecessor]." If the Mortgage Loan was
acquired or originated by the Company while doing
business under another name, the Assignment of Mortgage
must be by "[Company], formerly know as [previous name]."
Subject to the foregoing and where permitted under the
applicable laws of the jurisdiction wherein the Mortgaged
property is located, such Assignments of Mortgage may be
made by blanket assignments for Mortgage Loans secured by
the Mortgaged Properties located in the same county.
6. Originals or certified true copies of all intervening
assignments of the Mortgage necessary to show a complete
chain of title from the original mortgagee to the
Company, with evidence of recording thereon, or if any
such intervening assignment has not been returned from
the applicable recording office or has been lost or if
such public recording office retains the original
recorded assignments of mortgage, the Company shall
deliver or cause to be delivered to the Custodian, a
photocopy of such intervening assignment, together with
(i) in the case of a delay caused by the public recording
office, an Officer's Certificate of the Company stating
that such intervening assignment of mortgage has been
dispatched to the appropriate public recording office for
recordation and that such original recorded intervening
assignment of mortgage or a copy of such intervening
assignment of mortgage certified by the appropriate
public recording office or by the title insurance company
that issued the title policy to be a true and complete
copy of the original recorded intervening assignment of
mortgage will be promptly delivered to the Custodian upon
receipt thereof by the Company; or (ii) in the case of an
intervening assignment where a public recording office
retains the original recorded intervening assignment or
in the case where an intervening assignment is lost after
recordation in a public recording office, a copy of such
intervening assignment certified by such public recording
office to be a true and complete copy of the original
recorded intervening assignment; provided, that such
intervening assignments may be in the form of blanket
assignments, a copy of which, with evidence of recording
noted thereon, shall be acceptable.
7. The original or copy of a policy of title insurance, a
certificate of title, or attorney's opinion of title
(accompanied by an abstract of title), as the case may
be, with respect to each Mortgage Loan.
8. Any security agreement, chattel mortgage or equivalent
executed in connection with the Mortgage.
With respect to each Mortgage Loan, the Mortgage File shall include each of
the following items to the extent in the possession of the Company or in
the possession of the Company's agent(s):
9. The original hazard insurance policy and, if required by
law, flood insurance policy, in accordance with Section
4.10 of the Agreement.
10. Verification of Mortgage Insurance.
11. Residential loan application.
12. Mortgage Loan closing statement.
13. [Verification of employment and income, unless originated
under the Company's Limited Documentation program, FNMA
Timesaver Plus.]
14. Verification of acceptable evidence of source and amount
of down payment.
15. Credit report on the Mortgagor, if available.
16. Residential appraisal report.
17. Photograph of the Mortgaged Property.
18. Survey of the Mortgaged Property, if required by the
title company or applicable law.
19. Copy of each instrument necessary to complete
identification of any exception set forth in the
exception schedule in the title policy, i.e. map or plat,
restrictions, easements, sewer agreements, home
association declarations, etc.
20. All required disclosure statements.
21. If available, termite report, structural engineer's
report, water potability and septic certification.
22. Sales contract, if applicable.
23. Evidence of payment of taxes and insurance premiums,
insurance claim files, correspondence, current and
historical computerized data files, and all other
processing, underwriting and closing papers and records
which are customarily contained in a mortgage loan file
and which are required to document the Mortgage Loan or
to service the Mortgage Loan.
24. Amortization schedule, if available.
25. Original power of attorney, if applicable.
In the event an Officer's Certificate of the Company is delivered
to the Custodian because of a delay caused by the public recording office
in returning any recorded document, the Company shall deliver to the
Custodian, within 240 days of the Closing Date, an Officer's Certificate
which shall (i) identify the recorded document, (ii) state that the
recorded document has not been delivered to the Custodian due solely to a
delay caused by the public recording office, (iii) state the amount of time
generally required by the applicable recording office to record and return
a document submitted for recordation, and (iv) specify the date the
applicable recorded document will be delivered to the Custodian. The
Company shall be required to deliver to the Custodian the applicable
recorded document by the date specified in (iv) above. An extension of the
date specified in (iv) above may be requested form the Purchaser, which
consent shall not be unreasonably withheld.
EXHIBIT C
FORM OF CUSTODIAL AGREEMENT
See Attached
EXHIBIT D
FORM OF OPINION OF COUNSEL
[To come]
EXHIBIT E
ITEMS TO BE INCLUDED IN MONTHLY REMITTANCE ADVICE
INVESTOR REPORTS
Monthly Cutoffs:
Scheduled Remittance:
P139 Trial Balance by Investor
T62A Loan Activity Report
T62C Monthly Accounting Report
T62D Reconciliation of Principal and Calculation of Minimum Cash
Required
T62E Liquidation Report
S50Y Private Pool Detail Report
S21H Participant Summary of Curtailments Made Remittance Report
S21J Participant Summary of Paid In Full Remittance Report
S21K Participant Consolidation of Remittance Report
Electronic Loan Level Reports:
Company agrees to provide file to Purchaser containing loan data
as of December 1, 2001 at no charge. Subsequent files will be produced at a
cost to Purchaser of $200 for each file.
DEFAULT REPORTS
Delinquents:
Loan Number
Borrower Name
Address
Due Date
Unpaid Principal Balance
Escrow Advance
Corporate Advance
Comments
Foreclosure:
Loan Number
Borrower Name
Address
Unpaid Principal Balance
Default Code Description
Escrow Advance
Corporate Advance
FC/Stop
Status
Indicator
Step Code Description
Actual Date
REO Start Date
Comments
Bankruptcy:
Loan Number
Borrower Name
Address
Unpaid Principal Balance
Default Code Description
Escrow Advance
Corporate Advance
Chapter
Filing Date
Confirm Hearing Date
Post Petition Due Date
Motion For Relief Filed Date
Motion For Relief Hearing Date
Motion For Relief Denied Date
Motion For Relief Followup Date
Dismissal Date
Discharge Date
Comments
EXHIBIT F
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this
_____ day of __________________, 200_, among BANK OF AMERICA, N.A., a
__________________________ (the "Servicer"), _________________________ a
________________________ (the "Assignee"), and _____________________________, a
_______________________ (the "Assignor).
WHEREAS, Xxxxxxx Xxxxx Mortgage Company and the Servicer
have entered into a certain Seller's Warranties and Servicing Agreement
dated as of December 21,2001 (the "Servicing Agreement"), pursuant to which
the Servicer sold certain mortgage loans listed on the mortgage loan
schedule attached as an exhibit to the Servicing Agreement;
WHEREAS, the Assignee has agreed on certain terms and
conditions to purchase from the Assignor certain mortgage loans (the
"Mortgage Loans"), which Mortgage Loans are subject to the provisions of
the Servicing Agreement and are listed on the mortgage loan schedule
attached as Exhibit 1 hereto (the "Mortgage Loan Schedule");
WHEREAS, pursuant to a Trust Agreement, dated as of
[______ __], 2001 (the "Trust Agreement"), between GS Mortgage Securities
Corp., as Depositor, and [______], as Trustee (the "Trustee"), the Assignee
will transfer the Mortgage Loans to the Trustee, together with the
Assignee's rights in the Sale and Servicing Agreement;
NOW THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption.
(a) The Assignor hereby assigns to the Assignee
all of its right, title and interest in and to the Mortgage Loans and
Servicing Agreement, to the extent relating to the Mortgage Loans (other
than the rights of the Assignor to indemnification thereunder), and the
Assignee hereby assumes all of the Assignor's obligations under the
Servicing Agreement, to the extent relating to the Mortgage Loans from and
after the date hereof, and the Servicer hereby acknowledges such assignment
and assumption and hereby agrees to the release of the Assignor from any
obligations under the Servicing Agreement from and after the date hereof,
to the extent relating to the Mortgage Loans. Notwithstanding the
foregoing, it is understood that the Assignor is not released from
liability for any breaches of the representations and warranties made in
Section 3.06 of the Servicing Agreement, and the Assignee is not
undertaking any such liability hereunder.
(b) The Assignor represents and warrants to the
Assignee that the Assignor has not taken any action which would serve to
impair or encumber the Assignor's ownership interest in the Mortgage Loans
since the date of the Servicing Agreement.
(c) The Servicer and the Assignor shall have the
right to amend, modify or terminate the Servicing Agreement without the
joinder of the Assignee with respect to mortgage loans not conveyed to the
Assignee hereunder, provided, however, that such amendment, modification or
termination shall not affect or be binding on the Assignee.
2. Accuracy of Servicing Agreement.
The Servicer and the Assignor represent and warrant to
the Assignee that (i) attached hereto as Exhibit 2 is a true, accurate and
complete copy of the Servicing Agreement, (ii) the Servicing Agreement is
in full force and effect as of the date hereof, (iii) the Servicing
Agreement has not been amended or modified in any respect and (iv) no
notice of termination has been given to the Servicer under the Servicing
Agreement.
3. Recognition of Purchaser.
From and after the date hereof, the Servicer shall note
the transfer of the Mortgage Loans to the Assignee in its books and
records, shall recognize the Assignee as the owner of the Mortgage Loans
and shall service the Mortgage Loans for the benefit of the Assignee
pursuant to the Servicing Agreement, the terms of which are incorporated
herein by reference. It is the intention of the Assignor, Servicer and
Assignee that the Servicing Agreement shall be binding upon and inure to
the benefit of the Servicer and the Assignee and their successors and
assigns.
4. Representations and Warranties.
(a) Decision to Purchase. The Assignee
represents and warrants that it is a sophisticated investor able to
evaluate the risks and merits of the transactions contemplated hereby, and
that it has not relied in connection therewith upon any statements or
representations of the Assignor or the Servicer other than those contained
in the Servicing Agreement or this Agreement.
(b) Authority. The Assignee hereto represents
and warrants that it is duly and legally authorized to enter into this
Agreement and to perform its obligations hereunder and under the Servicing
Agreement.
(c) Enforceability. The Assignee hereto
represents and warrants that this Agreement has been duly authorized,
executed and delivered by it and (assuming due authorization, execution and
delivery thereof by each of the other parties hereto) constitutes its
legal, valid and binding obligation, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law).
5. Representations and Warranties of the Assignor.
The Assignor hereby represents and warrants to the Assignee as follows:
(a) The Assignor has been duly organized and is
validly existing as a limited partnership in good standing under the laws
of the State of New York with full power and authority (corporate and
other) to enter into and perform its obligations under the Servicing
Agreement and this Assignment Agreement.
(b) This Assignment Agreement has been duly
executed and delivered by the Assignor, and, assuming due authorization,
execution and delivery by each of the other parties hereto, constitutes a
legal, valid, and binding agreement of the Assignor, enforceable against it
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors'
rights generally and to general principles of equity regardless of whether
enforcement is sought in a proceeding in equity or at law.
(c) The execution, delivery and performance by
the Assignor of this Assignment Agreement and the consummation of the
transactions contemplated thereby do not require the consent or approval
of, the giving of notice to, the registration with, or the taking of any
other action in respect of, any state, federal or other governmental
authority or agency, except such as has been obtained, given, effected or
taken prior to the date thereof.
(d) The execution and delivery of this
Assignment Agreement have been duly authorized by all necessary corporate
action on the part of the Assignor; neither the execution and delivery by
the Assignor of this Assignment Agreement, nor the consummation by the
Assignor of the transactions therein contemplated, nor compliance by the
Assignor with the provisions thereof, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of the
governing documents of the Assignor or any law, governmental rule or
regulation or any material judgment, decree or order binding on the
Assignor or any of its properties, or any of the provisions of any material
indenture, mortgage, deed of trust, contract or other instrument to which
the Assignor is a party or by which it is bound.
(e) There are no actions, suits or proceedings
pending or, to the knowledge of the Assignor, threatened, before or by any
court, administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by this Assignment
Agreement or (B) with respect to any other matter that in the judgment of
the Assignor will be determined adversely to the Assignor and will if
determined adversely to the Assignor materially adversely affect its
ability to perform its obligations under this Assignment Agreement.
(f) Except for the sale to the Assignee, the
Assignor has not assigned or pledged any Mortgage Note or the related
Mortgage or any interest or participation therein.
(g) The Assignor has not satisfied, canceled, or
subordinated in whole or in part, or rescinded the Mortgage, and the
Assignor has not released the Mortgaged Property from the lien of the
Mortgage, in whole or in part, nor has the Assignor executed an instrument
that would effect any such release, cancellation, subordination, or
rescission. The Assignor has not released any Mortgagor, in whole or in
part, except in connection with an assumption agreement or other agreement
approved by the related Federal Insurer, to the extent such approval was
required.
It is understood and agreed that the representations and
warranties set forth in this Section 5 shall survive delivery of the
respective Mortgage Files to the Custodian and shall inure to the benefit
of the Assignee and its assigns notwithstanding any restrictive or
qualified endorsement or assignment. Upon the discovery by the Assignor or
the Assignee and its assigns of a breach of the foregoing representations
and warranties, the party discovering such breach shall give prompt written
notice to the other parties to this Assignment Agreement, and in no event
later than two (2) Business Days from the date of such discovery. It is
understood and agreed that the obligations of the Assignor set forth in
Section 6 to repurchase a Mortgage Loan constitute the sole remedies
available to the Assignee and its assigns on their behalf respecting a
breach of the representations and warranties contained in this Section 5.
It is further understood and agreed that the Assignor shall be deemed not
to have made the representations and warranties in this Section 5 with
respect to, and to the extent of, representations and warranties made, as
to the matters covered in this Section 5, by the Servicer in the Servicing
Agreement (or any officer's certificate delivered pursuant thereto).
It is understood and agreed that the Assignor has made no
representations or warranties to the Assignee other than those contained in
this Section 5, and no other affiliate of the Assignor has made any
representations or warranties of any kind to the Assignee.
6. Repurchase of Mortgage Loans.
Upon discovery or notice of any breach by the Assignor of
any representation, warranty, or covenant under this Assignment Agreement
that materially and adversely affects the value of any Mortgage Loan or the
interest of the Assignee therein (it being understood that any such defect
or breach shall be deemed to have materially and adversely affected the
value of the related Mortgage Loan or the interest of the Assignee therein
if the Assignee incurs a loss as a result of such defect or breach), the
Assignee promptly shall request that the Assignor cure such breach and, if
the Assignor does not cure such breach in all material respects within 60
days from the date on which it is notified of the breach, the Assignee may
enforce the Assignor's obligation hereunder to purchase such Mortgage Loan
from the Assignee. Notwithstanding the foregoing, however, if such breach
is a Qualification Defect, such cure or repurchase must take place within
75 days of the Defect Discovery Date.
In the event the Servicer has breached a representation
or warranty under the Servicing Agreement that is substantially identical
to a representation or warranty breached by the Assignor hereunder, the
Assignee shall first proceed against the Servicer. If the Servicer does not
within 60 days after notification of the breach, take steps to cure such
breach (which may include certifying to progress made and requesting an
extension of the time to cure such breach, as permitted under the Servicing
Agreement) or purchase, or substitute for the Mortgage Loan, the Trustee
shall be entitled to enforce the obligations of the Assignor hereunder to
cure such breach or to purchase the Mortgage Loan from the Trust. In such
event, the Assignor shall succeed to the rights of the Assignee to enforce
the obligations of the Servicer to cure such breach or repurchase such
Mortgage Loan under the terms of the related Servicing Agreement with
respect to such Mortgage Loan
Except as specifically set forth herein, the Assignee
shall have no responsibility to enforce any provision of this Assignment
Agreement, to oversee compliance hereof, or to take notice of any breach or
default thereof.
7. Continuing Effect.
Except as contemplated hereby, the Servicing Agreement
shall remain in full force and effect in accordance with its terms.
8. Governing Law.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS).
9. Notices.
Any notices or other communications permitted or required
hereunder or under the Servicing Agreement shall be in writing and shall be
deemed conclusively to have been given if personally delivered at or mailed
by registered mail, postage prepaid, and return receipt requested or
transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, to: (i) in the case of the Servicer,
[______________________, _____________________] or such address as may
hereafter be furnished by the Servicer; (ii) in the case of the Assignee,
_________________, _________________, Attention: ________________________,
or such other address as may hereafter be furnished by the Assignee, and
(iii) in the case of the Assignor, __________________, Attention:
_________________, or such other address as may hereafter be furnished by
the Assignor.
10. Counterparts.
This Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument.
11. Definitions.
Any capitalized term used but not defined in this
Agreement has the same meaning as in the Servicing Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
ASSIGNEE:
By:
---------------------------
Name:
---------------------------
Title:
---------------------------
ASSIGNOR:
By:
---------------------------
Name:
---------------------------
Title:
---------------------------
Acknowledged by:
SERVICER:
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
EXHIBIT G
FORM OF COMPANY'S OFFICER'S CERTIFICATE
I, ______________________, hereby certify that I am a
duly elected [Vice President] of _____________________________, a
corporation organized under the laws of the State of _________ (the
"Company") and further as follows:
1. Attached hereto as Exhibit 1 is a true, correct and
complete copy of the Articles of Incorporation of the Company which is in
full force and effect on the date hereof.
2. Attached hereto as Exhibit 2 is a true, correct and
complete copy of the by-laws of the Company which are in effect on the date
hereof.
3. The execution and delivery by the Company of the
Seller's Warranties and Servicing Agreement, dated as of December 1, 2001
(the "Sale and Servicing Agreement") and the Custodial Agreement , dated as
of December 1, 2001 (the "Custodial Agreement" and, together with the Sale
and Servicing Agreement, the "Agreements") are in the ordinary course of
business of the Company and no special resolutions or consents of the board
of directors of the Company are required in connection therewith.
4. Each person who, as an officer or representative of
the Company, signed (a) the Sale and Servicing Agreement, or (b) any other
document delivered prior hereto or on the date hereof in connection with
any transaction described in the Agreements was, at the respective times of
such signing and delivery a duly elected or appointed, qualified and acting
officer or representative of the Company, who holds the office set forth
opposite his or her name on Exhibit 3, and the signatures of such persons
appearing on such documents are their genuine signatures.
No proceedings for dissolution, merger, consolidation,
liquidation, conservatorship or receivership of the Company or for the sale
of all or substantially all of its assets is pending, or to my knowledge
threatened, and no such proceeding is contemplated by the Company.
IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the seal of the Company.
Dated: By:
--------------------------------
Title: Vice President
I, __________________ the Secretary of
__________________________, hereby certify that _______________________ is
a duly elected and acting Vice President of the Company and that the
signature appearing above is his genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: By:
----------------------------
Title: Secretary
